Moody's rating actions taken on the notes reflect the benefit ofthe short period of time remaining before the end of the deal'sreinvestment period in May 2012. In consideration of the limitedtime available for active management of the deal, and thereforelimited ability to effect significant changes to the currentcollateral pool, Moody's analyzed the deal assuming a higherlikelihood that the collateral pool characteristics will continueto maintain a positive "cushion" relative to certain covenantrequirements as seen in the actual collateral qualitymeasurements. In particular, the deal is assumed to benefit from ahigher collateral pool credit quality (as measured by WARF)compared to the level at the last rating action in June 2011.Moody's current modeled WARF is 2181; the last rating actionmodeled WARF was at the covenant level of 2603.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $494 million, nodefaulted par amount, weighted average default probability of 15%(implying a WARF of 2181), a weighted average recovery rate upondefault of 44%, and a diversity score of 37. The default andrecovery properties of the collateral pool are incorporated incash flow model analysis where they are subject to stresses as afunction of the target rating of each CLO liability beingreviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

1776 CLO I, Ltd. issued on April 26, 2006, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011.

Moody's modeled the transaction using the Binomial ExpansionTechnique, as described in Section 2.3.2.1 of the "Moody'sApproach to Rating Collateralized Loan Obligations" ratingmethodology published in June 2011. [In addition, due to the lowdiversity of the collateral pool, CDOROM 2.8 was used to simulatea default distribution that was then applied as an input in thecash flow model.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities. Below is a summary of the impact ofdifferent default probabilities (expressed in terms of WARFlevels) on all rated notes (shown in terms of the number ofnotches' difference versus the current model output, where apositive difference corresponds to lower expected loss), assumingthat all other factors are held equal:

Moody's Adjusted WARF -- 20% (1745)

Class A1: 0

Class A2: 0

Class B: 0

Class C: +2

Class D: +3

Class E: +2

Moody's Adjusted WARF + 20% (2618)

Class A1: 0

Class A2: 0

Class B: -1

Class C: -2

Class D: -1

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of speculative-grade debt maturing between 2014 and2016 which may create challenges for issuers to refinance. CLOnotes' performance may also be impacted by 1) the manager'sinvestment strategy and behavior and 2) divergence in legalinterpretation of CLO documentation by different transactionalparties due to embedded ambiguities.

The CP rating reflects the AAA credit quality of Alpine's assetportfolio. The updated credit quality aspect of the CP rating isbased on both the portfolio of assets and the available program-wide credit enhancement ("PWCE"). The rationale for the CP ratingis based on the updated AAA credit quality assessment as well asDBRS' prior and ongoing review of legal, operational and liquidityrisks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit qualityof Alpine's asset portfolio based on an analysis that assesseseach transaction to a term standard. The tranching of theLiquidity reflects the credit risk of the portfolio at each ratinglevel. The tranche sizes are expected to vary each month based onchanges in portfolio composition.

For Alpine, both the CP and the Liquidity ratings use DBRS'ssimulation methodology, which was developed to analyze diverseABCP conduit portfolios. This analysis uses the DBRS DiversityModel, with adjustments to reflect the unique structure of an ABCPconduit and its underlying assets. DBRS determines attachmentpoints for risk based on an analysis of the portfolio and modelsthe portfolio based on key inputs such as asset ratings, assettenors and recovery rates. The attachment points determine theportion of the exposure rated AAA, AA, A through B as well asunrated.

DBRS models the portfolio on an ongoing basis to reflect changesin Alpine's portfolio composition and credit quality. The ratingresults are updated and posted on the DBRS website.

The principal methodology is the Asset-Backed Commercial PaperCriteria Report: U.S. & European ABCP Conduits, which can be foundon DBRS's website under Methodologies.

This credit rating has been issued outside the European Union (EU)and may be used for regulatory purposes by financial institutionsin the EU.

ANTHRACITE 2005-HY2: Moody's Affirms C Rating on Cl. E-FL Notes---------------------------------------------------------------Moody's Investors Service has downgraded one and affirmed theratings of six classes of Notes issued by Anthracite 2005-HY2 Ltd.The downgrade is due to additional realized losses since lastreview. The affirmations are due to key transaction parametersperforming within levels commensurate with the existing ratingslevels. The rating action is the result of Moody's on-goingsurveillance of commercial real estate collateralized debtobligation (CRE CDO and Re-Remic) transactions.

Anthracite 2005-HY2 Ltd. is a static CRE CDO transaction backed bya portfolio commercial mortgage backed securities (CMBS) (72.9% ofthe current collateral pool balance), rake bonds (15.6%), and realestate investment trust (REIT) debt (11.5%). As of the February21, 2012 Trustee report, the aggregate Note balance of thetransaction has decreased to $464.2 million, including PreferredShares, from $478.1 million at issuance, with the paydown directedto the Class A Notes. The paydown was due to principal repaymentof underlying collateral. The current collateral par amount is$330.0 million; which resulted from $15.7 million in fullamortization of collateral assets and $134.1 million in realizedlosses to the collateral pool since securitization, of which $58.8million is due to additional realized losses since last review.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has updated credit estimates for the non-Moody's ratedcollateral. The bottom-dollar WARF is a measure of the defaultprobability within a collateral pool. Moody's modeled a bottom-dollar WARF of 6,242 compared to 6,904 at last review. Thedistribution of current ratings and credit estimates is asfollows: Aaa-Aa3 (1.5% compared to 1.3% at last review), A1-A3(6.9% compared to 1.0% at last review), Baa1-Baa3 (10.3% comparedto 12.3% at last review), Ba1-Ba3 (8.4% compared to 6.4% at lastreview), B1-B3 (11.8% compared to 9.2% at last review), and Caa1-C(61.1% compared to 69.8% at last review).

WAL acts to adjust the probability of default of the collateral inthe pool for time. Moody's modeled to a WAL of 3.4 years comparedto 4.7 at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR of10.0% compared to 7.8% at last review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 100.0%, the same as last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. In general, the rated notes are particularlysensitive to changes in recovery rate assumptions. Holding allother key parameters static, changing the recovery rate assumptiondown from 10.0% to 5.0% or up to 15.0% would result in averagerating movement on the rated tranches of 0 to 2 notches downwardand 0 to 2 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

"Though the class A-1 and A-2 notes are pari-passu in terms of allpayments, the class A-2a is structured to receive payments aheadof the class A-2b notes. As a result, the class A-2a can support ahigher rating," S&P said.

"The transaction, which is still in its reinvestment period(ending May 2014), has a stronger credit quality and fewerdefaulted assets in its collateral pool than when we lowered ourratings on the notes in February 2010 following the application ofour September 2009 corporate collateralized debt obligation (CDO)criteria," S&P said.

"Based on the February 2012 monthly trustee report, thetransaction has $2.34 million of collateral rated 'CCC+' andbelow, down from $24.09 million in the November 2009 monthlyreport, which we used for our February 2010 rating actions. Thisdecreased the scenario default rates (SDRs) of the transaction,which increased the credit cushion available to the notes at theirprior rating levels," S&P said.

In addition, the transaction currently has $738,872 in defaultedpositions, down from $6.61 million in November 2009. Since thenall overcollateralization (O/C) ratios have also improved. Thetrustee reported the O/C ratios in the February 2012 monthlyreport:

* The class A O/C ratio was 123.51%, compared with a reported ratio of 122.63% in November 2009;

* The class B O/C ratio was 116.02%, compared with a reported ratio of 115.20% in November 2009;

* The class C O/C ratio test was 110.80%, compared with a reported ratio of 110.02% in November 2009; and

* The class D O/C ratio test was 107.01%, compared with a reported ratio of 106.26% in November 2009.

"We raised our ratings on all classes due to an increase in thecredit support available to them," S&P said.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

* The credit enhancement provided to the rated notes through the subordination of cash flows that are payable to the subordinated notes.

* The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (excluding excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation criteria.

* The transaction's legal structure, which is expected to be bankruptcy remote.

* "Our projections regarding the timely interest and ultimate principal payments on the rated notes, which we assessed using our cash flow analysis and assumptions commensurate with the assigned ratings under various interest-rate scenarios, including LIBOR ranging from 0.3439%-12.5332%," S&P said.

* The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"Our rating actions follow our analysis of the creditcharacteristics of the collateral remaining in the pool, as wellas the deal structure and the liquidity available to the trust. Asof the Feb. 15, 2012 trustee remittance report, 10 loans and onereal estate-owned (REO) asset remained in the trust totaling $31.1million, compared with 124 loans totaling $879.5 million atissuance. We constrained the rating on the class A-4 certificatesdespite its relatively high credit enhancement levels (73.68%according to the February 2012 trustee remittance report) due to alack of diversity in the trust. The downgrade further reflectscredit support erosion that we anticipate will occur upon theeventual resolution of the two assets ($16.8 million, 53.9%) thatare with the special servicer. We also considered the monthlyinterest shortfalls affecting the trust," S&P said.

"As of the Feb. 15, 2012, trustee remittance report, the trustexperienced interest shortfalls totaling $109,424. The interestshortfalls were due to appraisal subordinate entitlement reduction(ASER) amounts totaling $81,580, subordinate class advancereduction amounts totaling $24,335 and special servicing fees of$3,509 for the two specially serviced assets. The current monthlyinterest shortfalls affected the class B-1B certificates, which wepreviously downgraded to 'D (sf)', and caused a reduction in theliquidity support available to the more senior classes," S&P said.

Credit Considerations

As of the Feb. 15, 2012, trustee remittance report, two assets($16.8 million, 53.9%) in the pool were with the special servicer,CWCapital Asset Management LLC (CWCapital).

"The Care Centers Pool-1 loan ($8.4 million, 27.0%) wastransferred to special servicing on Sept. 21, 2010, due to anunauthorized change of operator and manager. The payment status isin foreclosure. The loan has a total reported exposure of $10.6million. The loan collateral consists of three skilled nursingfacilities totaling 416 beds in the Chicago market area. CWCapitalhas accepted a discounted payoff of the loan and expects it to goto closing in a few months. Servicer reported combined debtservice coverage (DSC) was 1.79x for the 12 months ended Nov. 30,2011. An appraisal reduction amount (ARA) of $3.5 million is ineffect against this specially serviced loan. Standard & Poor'sexpects a moderate loss upon the eventual disposition of thisloan," S&P said.

"The Woodfin Suites REO asset ($8.4 million, 26.9%) wastransferred to special servicing on Nov. 20, 2009, due to imminentmonetary default and became REO on July 11, 2011. The asset, whichhas a total reported exposure of $10.5 million, consists of a 203-room independently operated hotel in Rockville, Md. According toCWCapital, the property is currently under contract for sale. AnARA of $3.1 million is in effect against this asset. Servicerreported occupancy was 40.0% as of Dec. 31, 2011. Standard &Poor's anticipates a moderate loss upon the eventual resolution ofthis asset," S&P said.

Transaction Summary

"As of the Feb. 15, 2012, trustee remittance report, thecollateral pool balance was $31.1 million, which is 3.5% of thebalance at issuance. The pool now includes 10 loans and one REOasset, down from 124 loans at issuance. There are six defeasedloans ($10.0 million, 32.4%) and two specially serviced assets($16.8 million, 53.9%). The remaining three loans ($4.3 million,13.7%) are set forth. The trust experienced $91.4 million inprincipal losses from 20 assets to date," S&P said.

The Nags Head Inn loan ($1.8 million, 5.7%) is secured by a 100-room independently operated hotel in Nags Head, N.C. The masterservicer, Pacific Life Insurance Co. (Pacific Life), reported aDSC of 0.82x and an occupancy of 48.2% for the year ended Dec. 31,2011.

The Sierra Pines Mobile Home Park loan ($1.4 million, 4.5%) issecured by a 188-pad mobile home park in Grass Valley, Calif.Pacific Life reported a DSC of 4.14x and an occupancy of 99.5% forthe nine months ended Sept. 30, 2011.

The Pioneer Villa Mobile Home Park loan ($1.1 million, 3.5%) issecured by a 100-pad mobile home park located in Boring, Ore.Servicer reported DSC was 1.89x and occupancy was 98.0% for thenine months ended Sept. 30, 2011.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

The preliminary ratings are based on information as of March 14,2012. Subsequent information may result in the assignment of finalratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

* "The credit enhancement provided to the preliminary rated notes through the subordination of cash flows that are payable to the subordinated notes," S&P said.

* "The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate CDO criteria," S&P said.

* The transaction's legal structure, which is expected to be bankruptcy remote.

* "Our projections regarding the timely interest and ultimate principal payments on the preliminary rated notes, which we assessed using our cash flow analysis and assumptions commensurate with the assigned preliminary ratings under various interest-rate scenarios, including LIBOR ranging from 0.3439% to 12.59%," S&P said.

* The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

"The affirmation follows our analysis of the transaction, whichincluded our revaluation of the remaining two floating-rate loans,deal structure, and liquidity available to the trust.Specifically, we considered that class J may be susceptible tointerest shortfalls because one (40.6% of the trust balance)of the two remaining loans is with the special servicer," S&Psaid.

"We based our analysis, in part, on a review of the borrower'soperating statements for the years ended Dec. 31, 2011, Dec. 31,2010, and Dec. 31, 2009; the borrower's rent roll as of Dec. 31,2011; and the borrower's 2012 budget," S&P said.

"As of the Feb. 15, 2012, trustee remittance report, the trustconsists of two floating-rate loans indexed to one month LIBORtotaling $27.0 million. The one-month LIBOR rate was 0.2896%according to the February 2012 trustee remittance report," S&Psaid. Details of the two remaining loans, one of which iscurrently with the special servicer, are as set forth.

"The Heritage Square I & II loan, the larger of the two remainingloans in the transaction, has a trust and whole-loan balance of$16.0 million (59.4% of the trust balance). The loan is secured bytwo office buildings in Farmers Branch, Texas, totaling 354,468sq. ft. The master servicer, Bank of America N.A. (BofA), hasreported modestly improving net operating income and occupancy forthe office properties in the last three years (62.8% combinedoccupancy in 2009, 64.7% in 2010, and 65.3% in 2011). BofAreported a combined debt service (DSC) coverage of 1.25x for year-end 2011. Our adjusted valuation, using a 9.25% capitalizationrate, yielded a loan-to-value (LTV) ratio of 125.0% on the trustbalance. According to the master servicer, the loan was assumedand modified on Oct. 30, 2009, and returned to the master serviceron Jan. 30, 2010. The terms of the loan modification included, butwere not limited to, extending the loan's maturity to June 12,2013, with one 24-month extension option remaining. BofA indicatedthat the borrower did not pay the workout fees associated with theloan modification and that the workout fees are being collectedmonthly from the trust," S&P said.

"The Arapaho Business Park loan, the smaller of the two remainingloan in the transaction, has a trust balance of $11.0 million(40.6%) and a whole-loan balance of $17.6 million. The whole-loanbalance includes a subordinate B-note totaling $6.6 million, whichis held outside the trust. The loan is currently secured by aneight-building flex office/industrial complex totaling 407,669 sq.ft. in Richardson, Texas. The loan was transferred to the specialservicer, CT Investment Management Co. Inc. (CT), on Oct. 22,2008, due to imminent default. The special servicer subsequentlymodified the loan in January 2009 to allow the borrower to selltwo of the original 10 buildings securing the loan. According toCT, the borrower has continued to market the remaining eightbuildings, but no additional buildings have been sold to date.According to the terms of the modification, the cash flow for eachof the properties is being trapped so that the senior A-note ispaid current interest and periodic principal paydowns while thepayments on the loan's B-note are accruing. It is ourunderstanding that any additional sales proceeds will be appliedto pay down the A-note. The loan matured on March 9, 2012, and thespecial servicer does not have any indication from the borrowerregarding its refinancing options or payoff strategies. Theservicer reported a 1.79x combined DSC for the nine months endedSept. 30, 2011, and combined occupancy was 73.0%, according to theDec. 31, 2011, rent rolls. Our adjusted valuation, using aweighted average capitalization rate of 9.29%, yielded a LTV ratioof 80.5% on the trust balance," S&P said.

Standard & Poor's 17g-7 Disclosure Report

Sec Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"Our rating actions follow our analysis of the creditcharacteristics of the collateral remaining in the pool, the dealstructure, and the liquidity available to the trust. The upgradesreflect credit enhancement and liquidity levels that provideadequate support through various stress scenarios. Our analysisconsidered the improved performance of the remaining collateral inthe pool under our 'AAA' stress scenario, as well as our 'AAA'weighted averages debt service coverage (DSC) and loan-to-value(LTV) ratio," S&P said.

"The downgrades reflect credit support erosion that we anticipatewill occur upon the eventual resolution of 12 ($139.5 million,8.5%) of the 15 ($163.9 million, 9.36%) assets that are currentlywith the special servicer. We lowered our rating on the class Hcertificate to 'D (sf)' because we believe the accumulatedinterest shortfalls will remain outstanding for the foreseeablefuture," S&P said.

"The affirmations on the principal and interest certificatesreflect subordination and liquidity support levels that areconsistent with the outstanding ratings. We affirmed our 'AAA(sf)' ratings on the class XC and XP interest - only (IO)certificates based on our current criteria," S&P said.

"As of the Feb. 10, 2012, trustee remittance report, the trustexperienced a net monthly interest shortfall of $110,890,primarily due to appraisal subordinate entitlement reduction(ASER) amounts ($91,150), special servicing fees ($8,808), assetinterest rate modifications ($6,231), and workout fees ($3,536).The net interest shortfalls affected all classes subordinate toand including class G. Our analysis indicated that the totalanticipated recurring monthly interest shortfalls will causecontinued interest shortfalls for class H and the classessubordinate to it for the foreseeable future and lead to areduction in the liquidity support available to the classes seniorto it. As a result of our analysis, we lowered our ratings onclass G to 'CCC- (sf)' and class H to 'D (sf)'. We previouslylowered our ratings on classes J through P to 'D (sf)'," S&P said.

"Using servicer-provided financial information, we calculated anadjusted debt service coverage (DSC) of 1.54x and a LTV ratio of96.5%. We further stressed the loans' cash flows under our 'AAA'scenario to yield a weighted average DSC of 1.0x and an LTV ratioof 126.9%. The implied defaults and loss severity under the 'AAA'scenario were 63.3% and 35.7%. The DSC and LTV calculationsexclude 12 ($139.5 million, 8.5%) of the transaction's 15 ($163.9million, 9.3%) specially serviced assets and one ($5.1 million,0.3%) defeased loan. We separately estimated losses for thespecially serviced assets and included them in our 'AAA' scenarioimplied default and loss severity figures," S&P said.

Credit Considerations

"As of the Feb. 10, 2012, trustee remittance report, 15 ($163.9million, 9.3%) assets in the pool were with the special servicer,Midland Loan Services (Midland). The reported payment status ofthe specially serviced assets is: two are in foreclosure ($7.6million, 0.4%), five are 90-plus-days delinquent ($51.3 million,2.9%), one is 30 days delinquent ($22.3 million, 1.2%), one isless than 30 days delinquent ($8.9 million, 0.5%), three are ingrace ($27.1 million, 1.5%), one is a matured balloon loan ($5.5million, 0.3%), and three are current ($41.0 million, 2.3%).Appraisal reduction amounts (ARAs) totaling $38.4 million are ineffect for 10 of the specially serviced assets," S&P said.

"The Plaza Antonio loan ($38.5 million, 2.2%) is the sixth-largestloan in the pool and the largest specially serviced asset. Theloan is secured by the fee interest in a shopping center totaling105,645 sq. ft. in Rancho Santa Margarita, Calif. The loan wastransferred to the special servicer on Dec. 6, 2011, due toimminent default. According to the special servicer, the file iscurrently under review. The reported DSC as of Sept. 30, 2011, was0.76x with occupancy of 73%. The most recent inspection reportedthe property to be in fair condition. We expect a significant lossupon the eventual resolution of this asset," S&P said.

"The 34 Peachtree Street loan ($22.3 million, 1.3%) is the second-largest specially serviced asset in the pool and is collateralizedby an office building totaling 294,083 sq. ft. in Atlanta. Theloan was transferred to the special servicer on Dec. 6, 2011, dueto imminent default. According to the special servicer, the loancould be modified although various options are underconsideration. As of year-end 2010, the reported DSC was 1.06x. Asof October 2011, the reported occupancy was 72.9%. We expect asignificant loss upon the eventual resolution of this asset," S&Psaid.

"The Southlake Flex Portfolio loan ($14.6 million, 0.8%) is thethird-largest specially serviced asset in the pool. The loan iscollateralized by a portfolio of industrial properties totaling267,385 sq. ft. in Southlake, Texas. The loan was transferred tothe special servicer on Feb. 5, 2010, due to imminent default.According to the special servicer, a discounted payoff offer fromthe borrower is currently being evaluated. We expect a moderateloss upon the eventual resolution of this asset," S&P said.

"The remaining 12 specially serviced assets have balances thatindividually represent less than 0.9% of the total pool balance.ARAs totaling $38.4 million are in effect against 10 of theseassets. We estimated losses for nine of these assets and arrivedat a weighted average loss severity of 38.7%," S&P said.

Transaction Summary

"As of the Feb. 10, 2012, trustee remittance report, the totalpool balance was $1.75 billion, which is 86.0% of the pool balanceat issuance. The pool includes 180 loans, down from 192 loans atissuance. The master servicer, Bank of America N.A. providedfinancial information for 95.2% of the assets in the pool, themajority of which was full-year 2010 data (48.5%) or data as ofSeptember 2011 (34.6%)," S&P said.

"We calculated a weighted average DSC of 1.43x for the assets inthe pool based on the servicer-reported figures. Our adjusted DSCand LTV ratio were 1.54x and 96.5%. Our adjusted DSC and LTVfigures exclude 12 ($139.5 million, 8.5%) of the transaction's 15($163.9 million, 9.3%) specially serviced assets and one ($5.1million, 0.3%) defeased loan. The weighted average for theexcluded specially serviced assets was 1.06x. To date, thetransaction has experienced $60.0 million in principal losses inconnection with 14 assets. Forty-seven loans ($261.1 million,14.9%) in the pool are on the master servicers' combinedwatchlist. Thirty-seven assets ($386.1 million, 22.0%) have areported DSC of less than 1.10x, 28 of which ($179.3 million,10.2%) have a reported DSC of less than 1.00x," S&P said.

Summary Of Top 10 Loans

"The top 10 loans have an aggregate outstanding balance of $650.1million (37.1%). Using servicer-reported numbers, we calculated aweighted average DSC of 1.52x for the top 10 assets. Our adjustedDSC and LTV ratio for the top 10 assets were 1.43x and 92.0%,respectively. One of the top 10 loans ($38.5 million, 2.2%) iswith the special servicer. In addition, the Frandor ShoppingCenter loan ($37.8 million, 2.1%), the seventh-largest loan in thepool appears on the master servicer's watchlist. The loan issecured by a retail shopping center totaling 461,081 sq. ft.located in Lansing, Mich. The loan appears on the masterservicer's watchlist for low DSC. As of year-end 2010, reportedDSC was 1.02x, while the most recent reported occupancy as ofOctober 2011 was 90.1%," S&P said.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"Our rating actions follow our analysis of the creditcharacteristics of the collateral remaining in the pool, the dealstructure, and the liquidity available to the trust. Our raisedratings on the class A-4 and A-1A certificates to 'AAA' (sf)reflect credit enhancement and liquidity levels that provideadequate support through various stress scenarios. Our analysisalso considered the improved performance of the remainingcollateral in the pool," S&P said.

"The downgrades reflect credit support erosion that we anticipatewill occur upon the eventual resolution of 14 ($268.1 million,11.6%) of the transaction's 18 ($497.4 million, 21.5%) assets thatare currently with the special servicer. We also considered themonthly interest shortfalls affecting the trust. We lowered ourratings on the class G, H, and J certificates to 'D (sf)' becausewe believe the accumulated interest shortfalls will remainoutstanding for the foreseeable future," S&P said.

"The rating affirmations on the principal and interestcertificates reflect subordination and liquidity support levelsthat we consider to be consistent with our outstanding ratings onthese classes. We affirmed our 'AAA (sf)' ratings on the class XCand XP interest-only (IO) certificates based on our currentcriteria," S&P said.

"As of the Feb. 10, 2012, trustee remittance report, the trustexperienced net interest shortfalls totaling $585,295. Theinterest shortfalls were primarily due to appraisal subordinateentitlement reduction (ASER) amounts ($392,384), special servicingand workout fees ($144,468), and shortfalls due to an interestrate modification ($41,429) of one loan. The interest shortfallsaffected class G and all classes subordinate to it. Classes G, H,and J have experienced cumulative interest shortfalls for twoconsecutive months, and we expect these shortfalls to remainoutstanding for the foreseeable future. Consequently, wedowngraded classes G, H, and J to 'D (sf)'," S&P said.

"Our analysis included a review of the credit characteristics ofall the remaining assets in the pool. Using servicer-providedfinancial information, we calculated an adjusted debt servicecoverage (DSC) of 1.58x and a loan-to-value (LTV) ratio of 102.5%.We further stressed the loans' cash flows under our 'AAA' scenarioto yield a weighted-average DSC of 0.94x and an LTV ratio of138.5%. The implied defaults and loss severity under the 'AAA'scenario were 89.0% and 33.0%. The DSC and LTV calculationsexclude 14 ($268.1 million, 11.6%) of the transaction's 18 ($497.4million, 21.5%) specially serviced assets as well as one ($4.3million, 0.2%) defeased loan. We separately estimated losses forthe excluded specially serviced assets and included them in our'AAA' scenario implied default and loss severity figures," S&Psaid.

Credit Considerations

"As of the Feb. 10, 2012, trustee remittance report, 18 ($497.4million, 21.5%) assets in the pool were with the special servicer,LNR Partners Inc. (LNR). The reported payment status of thespecially serviced assets is: six are real estate owned (REO)($147.3 million, 6.4%); one is in foreclosure ($35.3 million,1.5%); three are 90-plus-days delinquent ($23.9 million, 1.0%);one is less than 30 days delinquent ($21.2 million, 0.9%); threeare matured balloon loans ($48.2 million, 2.1%); and four arecurrent ($221.5 million, 9.6%). Appraisal reduction amounts (ARAs)totaling $117.0 million are in effect against 13 of the speciallyserviced assets," S&P said.

"The BlueLinx Holdings Portfolio loan ($118.2 million, 5.1%) isthe largest specially serviced loan and second-largest loan in thepool with a whole loan balance of $236.4 million. The whole loanconsists of two pari passu A notes: a $118.2 million pari passu A-1 note that is included in this transaction and a $118.2 millionA-2 note that was securitized in the WBCMT 2006-C27 transaction.The loan was transferred to the special servicer on June 9, 2011,due to imminent default. The loan is secured by first mortgagesencumbering the fee interests in 57 BlueLinx Corp. warehouseproperties and one office property totaling 9.0 million-sq.-ft.across 36 states built between 1960 and 1997. LNR indicated thatsix properties totaling 539,953 sq. ft. have since been releasedfrom the portfolio, which is in accordance with the original loandocuments. LNR approved a modification proposal, which included a$19.5 million principal paydown of this loan by the borrower withno modification to the current interest rate of 6.35%. Theservicer-reported DSC was 1.43x for year-end 2010," S&P said.

"The 55 Park Place asset ($51.3 million, 2.2%) is the second-largest specially serviced asset and ninth-largest asset in thepool. The loan was transferred to the special servicer on April 5,2011, due to imminent monetary default and became REO on Nov. 1,2011. The asset is a 553,468-sq.-ft. office property in Atlanta,Ga., built in 1983. An ARA of $15.4 million is in effect againstthis asset. We expect a moderate loss upon the resolution of thisasset," S&P said.

"The Congressional North loan ($46.2 million, 2.0%) is the third-largest specially serviced asset. The loan was transferred to thespecial servicer on Jan. 7, 2011, due to imminent payment default.The loan's payment status is reported as current. The loan issecured by a 230,072-sq.-ft. mixed-use property in Rockville, Md.The loan has been modified, and according to LNR, has since beenreturned to the trust. The DSC was 1.08x for the nine months endedSept. 30, 2011," S&P said.

"The Boulder Park Apartments loan ($43.7 million, 1.9%) is thefourth-largest specially serviced asset. The loan was transferredto the special servicer on Jan. 13, 2011 due to imminent paymentdefault. The loan's payment status is reported as current. Theloan is secured by a 482-unit multifamily property in Nashua, N.H.The special servicer indicated that the loan is performing andwill soon be returned to the trust. The DSC was 1.01x at year-end2010," S&P said.

"The Empirian Park Row Apartments asset ($38.4 million, 1.7%) isthe fifth-largest specially serviced asset and has a total trustexposure of $42.3 million. The loan was transferred to the specialservicer on Jan. 6, 2010, due to monetary default and became REOon Aug. 3, 2010. The loan is secured by a 390-unit multifamilyproperty in Houston, Texas. The special servicer indicated thatthe asset will be marketed for sale in the near term. An ARA of$18.0 million is in effect against this asset. We expect asignificant loss upon the resolution of this asset," S&P said.

"The remaining 13 specially serviced assets have individualbalances that represent less than 1.6% of the total pool balance.ARAs totaling $75.3 million were in effect against ten of theremaining specially serviced assets. Standard & Poor's estimated aweighted-average loss severity of 45.4% for 12 of the remainingspecially serviced assets. One of the 13 remaining assets wasnot included in the above weighted-average loss severity figurebecause the loan was modified," S&P said.

Transaction Summary

As of the Feb. 10, 2012, trustee remittance report, the collateralpool balance was $2.31 billion, which is 84.8% of the balance atissuance. The pool includes 131 loans and six REO assets, downfrom 164 loans at issuance. The master servicer, Bank of AmericaN.A., provided financial information for 93.4% of the assetbalance, which reflected partial-year 2011, full-year 2010, andpartial-year 2009 data.

"We calculated a weighted average DSC of 1.47x for the loans inthe pool based on the servicer-reported figures. Our adjusted DSCand LTV ratio were 1.58x and 102.5%. Our adjusted figures reflectour examination of more recent reporting information for severalloans. Furthermore, these figures exclude 14 ($268.1 million,11.6%) of the transaction's 18 ($497.4 million, 21.5%) speciallyserviced assets, for which we separately estimated losses, and one($4.3 million, 0.2%) defeased loan. The weighed average DSC foreight ($136.8 million, 5.9%) of the excluded specially servicedassets for which we were provided financial information was 1.32x.The transaction has experienced $84.8 million in principal lossesto date from 17 assets. Thirty-three loans ($485.3 million, 21.0%)in the pool are on the master servicer's watchlist, including thelargest- ($182.2 million, 7.9%) and 10th-largest ($50.0 million,2.2%) loans in the pool, which are discussed below. Twenty-nineloans ($372.9 million, 16.1%) have reported DSC of less than1.10x, 18 of which ($197.3 million, 8.5%) have reported DSC below1.00x," S&P said.

Summary Of The Top 10 Loans

"The top 10 loans have an aggregate outstanding balance of $992.0million (37.8%). We calculated an adjusted DSC and LTV ratio of1.48x and 102.9% for the top 10 loans. The largest and 10th-largest loans in the pool are on the master servicer's watchlist,"S&P said.

"The Technology Corners at Moffett Park loan ($182.2 million,7.9%), the largest loan in the pool, is secured by a 715,988-sq.-ft. class A office complex in Sunnyvale, Calif., a suburb of SanJose. Bank of America placed the loan on its watchlist due to thenear-term lease expiration of the master lessee, Ariba Inc., onJan. 14, 2013. According to the master servicer, the borrowerrecently executed a new lease with Google Inc., which will occupythe entire space starting April 1, 2013. Google's lease expiresMarch 31, 2022. Our analysis for this loan considered the newlease executed with Google. The servicer-reported DSC was 2.18xfor the nine months ending Sept. 30, 2011," S&P said.

"The Tuscany Apartments loan ($50.0 million, 2.2%), the 10th-largest loan in the pool, is secured by a 120-unit multifamilyproperty in Los Angeles, built in 2006. The property serves asstudent housing for USC University. Bank of America placed theloan on its watchlist due to a low reported DSC. The servicer-reported DSC and occupancy were 0.86x and 78.3% for year-end Dec.31, 2011," S&P said.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

These actions correct an error in the Structured FinanceWorkstation cash flow model used by Moody's in rating thesetransactions, specifically in how the model handled cashdistribution from prepayments between senior and subordinatecertificates. When rating these deals, the error in the model ledto some senior certificates not being credited with theappropriate amount of principal prepayments.In transactionsinvolving multiple loan pools the cash flow modeling wasconservative in determining when some performance triggers wouldsend 100% of prepayments to the senior certificates in deals. Itshould be noted that model-generated output is but one factorconsidered by Moody's in rating these transactions.

Moody's also assessed deal performance to date and applied itsrecently updated "Pre-2005 US RMBS Surveillance Methodology"published in January 2012, which also impacted the final ratingactions. Therefore, certain of the rating of the rating downgradesannounced today can be attributed to specific deal performancedeteterioration.

RMBS structures initially allocate cash collections from voluntaryprepayments only to the senior certificates. Gradually over time,a portion is then allocated to junior certificates. The amount ofcash that senior certificates receive from prepayments starts offat 100%. After a certain number of months, that percentage startsdecreasing according to a deal-specific schedule as long ascertain conditions are met. However, the share of prepayments tothe senior certificates can revert back to 100% at anydistribution date if certain performance triggers are breached.

One performance trigger measures whether the current creditprotection, expressed as a percentage, to senior bonds fromsubordination is greater than the percentage of original creditprotection. Should the deal perform poorly and absorb losses onthe underlying collateral and available credit protection fallsbelow the original level, then 100% of prepayment cash revertsback to the senior certificates.

In cases where a deal has two or more loan pools, the calculationfor this performance trigger can be done in one of three ways.

1. "Aggregate level credit protection" Approach: When thepercentage of credit protection available for all seniorcertificates, in aggregate, falls below the original percentage ofcredit protection, then the prepayment share to all the seniorcertificates groups reverts back to 100%.

2. "Individual group trigger" Approach: When the percentage ofcredit protection available for a group of senior certificatesfalls below the original percentage of group credit protection,then the prepayment share to the senior certificates of thatparticular group reverts back to 100%. All other seniorcertificates' share of prepayment remains unchanged.

3. "Combined" Approach: This is a combination of the above twoapproaches. When the percentage of credit protection available fora senior certificates' group falls below the original percentageof credit protection, then the prepayment share to all seniorcertificates from all groups reverts back to 100%.

The following transactions included in these rating actions followthe "individual group trigger" approach when calculatingperformance triggers:

BEAR STEARNS ARM TRUST 2003-7

BEAR STEARNS ARM TRUST 2003-8

BEAR STEARNS ARM TRUST 2003-9

BEAR STEARNS ARM TRUST 2004-1

This trigger helps protect senior certificates if creditprotection is eroding by reducing principal payments to juniorcertificates and diverting them to pay the senior certificatesinstead. While all three approaches described above benefit seniorcertificates, the third approach benefits senior certificates themost, while the first approach benefits senior certificates theleast. The third approach redirects payments to the seniorcertificates sooner than the other two approaches. For example,consider a deal backed by two distinct pools of mortgages (pool Aand pool B) and over time there is a vast difference inperformance of two underlying pools. Pool A performs muchstronger, with lower losses, while pool B performs much weaker. Asper approach 1, the average loss, when pool A and B are combined,will be medium and hence current combined credit protection may behigher than the original credit protection. As a result, paymentswill not be diverted to the senior certificates. In contrast,approach 3 will test pool A and pool B individually instead oftaking the average of the two pools. Since pool B is performingweaker, current credit protection may be lower than the originalcredit protection. As a result, it will divert payments to thesenior certificates backed by both pools A and B. Approach 2 willonly revert payments back to senior certificates backed by pool B,so it is beneficial for only one group.

The Pooling and Servicing Agreements for the deals impacted bythis rating action require the use of the "combined" and"individual group trigger" approaches as noted above. As Moody'sexplained when these bonds were placed on review, previous ratingactions on these deals mistakenly used the "aggregate level creditprotection" approach in their modeling. Under this approach,prepayment allocation to senior certificates was changed back to100% only when all groups failed the test, with the result thatsenior certificates received too little credit for prepaymentswhile junior certificates received too much. As a result the pay-down rate of the senior certificates was slower than it shouldhave been, while the reverse was true for the junior certificates.The cash flow models have been corrected to reflect theapplication of the appropriate approach required in the deals. Inresolving the review actions Moody's has taken into account thecorrected models as well as the performance of the impactedtransactions.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008 and "Pre-2005 US RMBS Surveillance Methodology"published in January 2012.

The above mentioned approach is also adjusted slightly whenestimating losses on pools left with a small number of loans toaccount for the volatile nature of small pools. Even if a fewloans in a small pool become delinquent, there could be a largeincrease in the overall pool delinquency level due to theconcentration risk. To project losses on pools with fewer than 100loans, Moody's first estimates a "baseline" average rate of newdelinquencies for the pool that varies from 3% to 10% on average.The baseline rates are higher than the average rate of newdelinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made basedon 1) the number of loans remaining in the pool and 2) the levelof current delinquencies in the pool. The volatility of poolperformance increases as the number of loans remaining in the pooldecreases. Once the loan count in a pool falls below 75, the rateof delinquency is increased by 1% for every loan less than 75. Forexample, for a pool with 74 loans with a base rate of newdelinquency of 3.00%, the adjusted rate of new delinquency wouldbe 3.03%. In addition, if current delinquency levels in a smallpool is low, future delinquencies are expected to reflect thistrend. To account for that, the rate calculated above ismultiplied by a factor ranging from 0.75 to 2.5 for currentdelinquencies ranging from less than 2.5% to greater than 10%respectively. Delinquencies for subsequent years and ultimateexpected losses are projected using the approach described in the"Pre-2005 US RMBS Surveillance Methodology" publication.

The primary source of assumption uncertainty is the currentmacroeconomic environment, in which unemployment levels remainhigh, and weakness persists in the housing market. Moody's nowprojects house price index to reach a bottom in 2012, with a 3%remaining decline in 2012, and unemployment rate to startdeclining, albeit slowly, as the year progresses.

"Our rating actions follow our analysis of the transactionstructure and the liquidity available to the trust. The downgradesprimarily reflect credit support erosion that we anticipate willoccur upon the eventual resolution of 10 ($82.6 million, 3.8%) ofthe transaction's 13 ($186.7 million, 8.7%) loans currently withthe special servicer. We lowered our ratings on classes G, H, andJ to 'D (sf)' because we believe the accumulated interestshortfalls will remain outstanding for the foreseeable future,"S&P said.

"The affirmed ratings on the principal and interest certificatesreflect subordination and liquidity support levels that areconsistent with the outstanding ratings. We affirmed our 'AAA(sf)' ratings on the class X-1, X-2, and X-W interest-only (IO)certificates based on our current criteria," S&P said.

"Our analysis included a review of the credit characteristics ofall of the remaining loans in the pool. Using servicer-providedfinancial information, we calculated an adjusted debt servicecoverage (DSC) of 1.29x and a loan-to-value (LTV) ratio of 111.5%.We further stressed the loans' cash flows under our 'AAA' scenarioto yield a weighted average DSC of 0.89x and an LTV ratio of153.2%. The implied defaults and loss severity under the 'AAA'scenario were 76.7% and 40.3%, respectively. All of the DSC andLTV calculations exclude 10 ($82.6 million, 3.8%) of thetransaction's 13 ($186.7 million, 8.7%) loans currently with thespecially servicer. We separately estimated losses for these loansand included them in the 'AAA' scenario implied default and lossseverity figures," S&P said.

As of the Feb. 13, 2012, trustee remittance report, 12 ($181.3million, 8.4%) loans in the pool were with the special servicer,C-III Asset Management LLC. Subsequent to the release of thisreport, the Tuckerton Plaza loan ($5.4 million, 0.3%) was alsotransferred to the special servicer. The reported payment statusof the 13 specially serviced loans is: three ($41.2 million, 1.9%)are in foreclosure; six ($55.1 million, 2.6%) are 90-plus daysdelinquent; one ($5.4 million, 0.3%) is 60 days delinquent; one($17.0 million, 0.8%) is 30 days delinquent; one ($2.9 million,0.1%) is a matured balloon loan; and one ($65.0 million, 3.0%) iscurrent. Appraisal reduction amounts (ARAs) totaling $32.3 millionwere in effect for 10 of the specially serviced loans.

The Philips at Sunrise Shopping Center loan ($65.0 million, 3.0%),the sixth-largest loan in the pool and the largest speciallyserviced loan, is secured by a 414,082-sq.-ft. retail property inMassapequa, N.Y. The loan was transferred to the special servicerin November 2011 due to litigation issues between the borrower andlender. The loan's payment status was reported as being current.As of June 2011, reported DSC and occupancy were 0.83x and 97.0%,"S&P said.

"The Piedmont Mall loan ($32.5 million, 1.5%), the second-largestspecially serviced loan, is secured by a 474,280-sq.-ft. retailproperty in Danville, Va. The loan was transferred to the specialservicer in April 2009 and the payment status is reported as beingin foreclosure. Recent financial reporting information is notavailable. There is an ARA of $10.4 million in effect against theloan. We expect a significant loss upon the eventual resolution ofthis loan," S&P said.

"The Ramada Plaza - LaGuardia Airport loan ($22.0 million, 1.0%),the third-largest specially serviced loan, is secured by a 214-room lodging property in Flushing, N.Y. The loan was transferredto the special servicer in January 2010 for imminent paymentdefault and the reported payment status is 90-plus-daysdelinquent. Recent financial reporting information is notavailable. An ARA of $5.6 million was reported for this loan.According to the special servicer, the loan was recently modifiedand is being monitored for return to the master servicer," S&Psaid.

"The 10 remaining specially serviced loans have individualbalances that represent less than 1.0% of the total pool balance.ARAs totaling $16.3 million are in effect against eight of theloans. We estimated losses for nine of the 10 remaining speciallyserviced loans, arriving at a weighted average loss severity of37.5%. The special servicer indicated that it is finalizing aloan modification for the remaining loan," S&P said.

Transaction Summary

As of the Feb. 13, 2012, trustee remittance report, thetransaction had a trust balance of $2.15 billion, down from $2.47billion at issuance. The pool currently includes 223 loans. Themaster servicers, Wells Fargo Commercial Mortgage Servicing andPrudential Asset Resources, provided financial information for93.9% of the pool (by balance), the majority of which reflectedfull-year 2010 or partial-year 2011 data.

"We calculated a weighted average DSC of 1.30x for the pool basedon the reported figures. Our adjusted DSC and LTV ratio were 1.29xand 111.5%, which exclude 10 ($82.6 million, 3.8%) of thetransaction's 13 ($186.7 million, 8.7%) loans currently with thespecial servicer, for which we separately estimated losses. Todate, the trust has experienced $46.2 million in principal lossesrelated to 18 assets. Eighty-nine loans ($671.4 million, 31.2%),including two ($73.2 million, 3.4%) of the top 10 loans in thepool, are on the master servicers' combined watchlist. Sixty-two($616.0 million, 28.6%) loans have a reported DSC under 1.10x, 38($406.4 million, 18.9%) of which have a reported DSC under 1.00x,"S&P said.

Summary Of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance of$642.8 million (29.9%). Using servicer-reported numbers, wecalculated a weighted average DSC of 1.26x for the top 10 loans.Our adjusted DSC and LTV ratio for the top 10 loans were 1.17x and122.4%. One ($65.0 million, 3.0%) of the top 10 loans is with thespecial servicer. In addition, two ($73.2 million, 3.4%) of thetop 10 loans are on the master servicers' combined watchlist," S&Psaid.

"The Fountain Square loan ($39.3 million, 1.8%), the ninth-largestloan in the pool, is on the master servicers' combined watchlistdue to low reported DSC, which was 0.88x as of December 2010. Theloan is secured by a 165,872-sq.-ft. retail property inBrookfield, Wi. The reported occupancy was 100% as of June2011," S&P said.

"The Drury Inn Portfolio loan ($34.0 million, 1.6%), the 10th-largest loan in the pool, is on the master servicers' combinedwatchlist due to a low reported combined DSC, which was 0.76x asof December 2010. The loan is secured by three lodging propertiestotaling 453 rooms. Two of the properties are located in SanAntonio, Texas, and one is located in Albuquerque, N.M. Thereported combined occupancy was 57.5% as of September 2011," S&Psaid.

Standard & Poor's stressed the loans in the pool according to itscurrent criteria, and the analysis is consistent with the loweredand affirmed ratings.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

Moody's rating actions taken on the notes reflect the benefit ofthe short period of time remaining before the end of the deal'sreinvestment period in April 2012. In consideration of the limitedtime available for active management of the deal, and thereforelimited ability to effect significant changes to the currentcollateral pool, Moody's analyzed the deal assuming a higherlikelihood that the collateral pool characteristics will continueto maintain a positive "cushion" relative to certain covenantrequirements as seen in the actual collateral qualitymeasurements. In particular, the deal is assumed to benefit from ahigher collateral pool credit quality (as measured by WARF) andcollateral spread (as measured by the weighted average spread)compared to the levels at the last rating action in August 2011.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $496 million,defaulted par of approximately $388,000, weighted average defaultprobability of 18% (implying a WARF of 2560), a weighted averagerecovery rate upon default of 50%, weighted average spread of3.44% and a diversity score of 74. The default and recoveryproperties of the collateral pool are incorporated in cash flowmodel analysis where they are subject to stresses as a function ofthe target rating of each CLO liability being reviewed. Thedefault probability is derived from the credit quality of thecollateral pool and Moody's expectation of the remaining life ofthe collateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011.

Moody's modeled the transaction using the Binomial ExpansionTechnique, as described in Section 2.3.2.1 of the "Moody'sApproach to Rating Collateralized Loan Obligations" ratingmethodology published in June 2011

In addition to the base case analysis described above, Moody'salso performed sensitivity analyses to test the impact on allrated notes of various default probabilities. Below is a summaryof the impact of different default probabilities (expressed interms of WARF levels) on all rated notes (shown in terms of thenumber of notches' difference versus the current model output,where a positive difference corresponds to lower expected loss),assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2048)

Class A1A: 0

Class A1B: 0

Class A2: 0

Class B: +2

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3072)

Class A1A: 0

Class A1B: 0

Class A2: -1

Class B: -2

Class C: -2

Class D: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of speculative-grade debt maturing between 2014 and2016 which may create challenges for issuers to refinance. CLOnotes' performance may also be impacted by 1) the manager'sinvestment strategy and behavior and 2) divergence in legalinterpretation of CLO documentation by different transactionalparties due to embedded ambiguities.

CAPTEC FRANCHISE: Moody's Reviews Securities Ratings for Upgrade----------------------------------------------------------------Moody's Investors Service has placed on review for possibleupgrade five securities from Captec Franchise Loan, the completerating action is as follows:

The securities listed above were placed on review for possibleupgrade due to the high levels of credit enhancement available tothem, relative to the current ratings. The credit support for thenotes consists solely of subordination. As the deals amortize, thesequential payment waterfall allows for the subordinationpercentages available to the senior notes to increase over time.

As of January 30th reporting date, the Class A-2 note and Class Bnote from the 1998-1 transaction have 57% and 21% total creditenhancement respectively. The Class C note from the 1999-1transaction has 59% credit enhancement. The Class A-3 and Class Bnote from the 2000-1 transaction have 48% and 15% creditenhancement respectively. Exposure to single franchise conceptsremain a credit negative for these deals with significantconcentrations in the Taco Bell, Applebees, Wendy's and BurgerKing brands.

During the review period, Moody's will assess performance of thelarge borrower concentrations along with any future stresses onthe rest of the collateral pool. Moody's will also qualitativelyassess the business challenges currently faced by the restaurantindustry.

Methodology:

In order to estimate losses on the collateral pool, Moody'scalculates the expected loss given default of the obligors thathave become nonperforming, and also estimates future losses onperforming portion of the pool, all as a percentage of theoutstanding pool. In evaluating the nonperforming loans, keyfactors include collateral valuations and expected recovery rates,volatility around those recovery rates, historical obligorperformance, time until recovery or liquidation on defaultedobligors, concessions due to restructuring which may negativelyimpact the overall cash flow of the trust and/or the collateral,and future industry expectations.

Net losses are then evaluated against the available creditenhancement provided by overcollateralization, subordination, andexcess spread. Sufficiency of coverage is considered in light ofremaining borrower concentrations and concepts, remaining bondmaturities, and economic outlook. The primary sources ofuncertainty in the performance of these transactions are thesuccessfulness of workout strategies for loans requiring specialservicing , as well as the current macroeconomic environment andits impact on the restaurant and fast food industry.

CARLYLE GLOBAL: Moody's Assigns '(P)Ba2' Rating to Class E Notes----------------------------------------------------------------Moody's Investors Service has assigned the following provisionalratings to notes to be issued by Carlyle Global Market StrategiesCLO 2012-1, Ltd. (the "Issuer" or "Carlyle 2012-1"):

US$10,000,000 Combination Notes due 2022 (comprised of $7.2 million of the Combination Note Class B Component, $775,000 of the Combination Note Class F Component, and $2.025 million of the Combination Note Subordinated Note Component) (the "Combination Notes"), Assigned (P)Baa3 (sf)

Moody's issues provisional ratings in advance of the final sale offinancial instruments, but these ratings only represent Moody'spreliminary credit opinions. Upon a conclusive review of atransaction and associated documentation, Moody's will endeavor toassign definitive ratings. A definitive rating (if any) may differfrom a provisional rating.

Ratings Rationale

Moody's provisional ratings of the Class A Notes and the Class ENotes address the expected loss posed to noteholders relative tothe promise of receiving the present value of all requiredinterest and principal payments. The provisional ratings reflectsthe risks due to defaults on the underlying portfolio of loans,the transaction's legal structure, and the characteristics of theunderlying assets.

Moody's provisional rating of the Combination Notes only addressesthe expected loss posed to the noteholders relative to the promiseof receiving amounts totaling the Combination Note Rated Balance(10 million at Closing). The rating does not address any interestpayments or additional amounts that a noteholder could receive.

Carlyle 2012-1 is a managed cash flow CLO. The issued notes arecollateralized primarily by broadly syndicated first-lien seniorsecured corporate loans. At least 90% of the portfolio must beinvested in senior secured loans or eligible investments and up to10% of the portfolio may consist of second-lien loans, seniorsecured notes and bonds. The underlying portfolio is expected tobe 80% ramped up as of the closing date.

In addition to the Class A Notes, Class E Notes and CombinationNotes rated by Moody's, the Issuer will issue five additionaltranches, including subordinated notes. In accordance with therespective priority of payments, interest and principal will bepaid to the Class A Notes prior to the other classes of notes. Thetransaction incorporates interest and par coverage tests which, iftriggered, divert interest and principal proceeds to pay down therated notes in order of seniority.

Carlyle Investment Management LLC will direct the selection,acquisition and disposition of collateral on behalf of the Issuerand may engage in trading activity during the transaction's fouryear reinvestment period, including discretionary trading.Thereafter, purchases are permitted using principal proceeds fromunscheduled principal payments and proceeds from sales of creditrisk obligations, and are subject to certain restrictions.

For modeling purposes, Moody's used the following base-caseassumptions:

Par amount of $494,177,000

Diversity of 55

WARF of 2550

Weighted Average Spread of 3.75%

Weighted Average Coupon of 7.0%

Weighted Average Recovery Rate of 44.25%

Weighted Average Life of 7.5 years

Together with the set of modeling assumptions above, Moody'sconducted an additional sensitivity analysis which was animportant component in determining the provisional rating assignedto the Class A Notes, Class E Notes and the Combination Notes.This sensitivity analysis includes increased default probabilityrelative to the base case.

Below is a summary of the impact of an increase in defaultprobability (expressed in terms of WARF level) on the Class ANotes, Class E Notes and the Combination Notes (shown in terms ofthe number of notch difference versus the current model output,whereby a negative difference corresponds to higher expectedlosses), assuming that all other factors are held equal:

Moody's WARF + 15% (2933)

Class A Notes: 0

Class E Notes: -1

Combination Notes: 0

Moody's WARF +30% (3315)

Class A Notes: -1

Class E Notes: -2

Combination Notes: -1

The V Score for this transaction is Medium/High. This V Score hasbeen assigned in a manner similar to the Medium/High V scoreassigned for the global cash flow CLO sector, as described in thespecial report titled, "V Scores and

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction,rather than individual tranches.

The principal methodology used in assigning this rating was"Moody's Approach to Rating Collateralized Loan Obligations,"published in June 2011.

The preliminary ratings are based on information as of March 9,2012. Subsequent information may result in the assignment of finalratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

* The credit enhancement provided to the preliminary rated notes through the subordination of cash flows that are payable to the subordinated notes.

* The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread) and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate CDO criteria.

* The transaction's legal structure, which is expected to be bankruptcy remote.

* "Our projections regarding the timely interest and ultimate principal payments on the preliminary rated notes, which we assessed using our cash flow analysis and assumptions commensurate with the assigned preliminary ratings under various interest-rate scenarios, including LIBOR ranging from 0.34%-11.41%," S&P said.

* The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

* The transaction's interest diversion test, a failure of which will lead to the reclassification of excess interest proceeds that are available prior to paying uncapped administrative expenses and fees; subordinated hedge termination payments; collateral manager incentive fees; and subordinated note payments to principal proceeds for the purchase of additional collateral assets during the reinvestment period and to reduce the balance of the rated notes outstanding, sequentially, after the reinvestment period.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

Cl. XW, Affirmed at Ba3 (sf); previously on Feb 22, 2012Downgraded to Ba3 (sf) and Placed Under Review for PossibleDowngrade

Ratings Rationale

The downgrades are due to higher than expected losses fromtroubled loans and loans in special servicing.

The confirmation and affirmations are due to key parameters,including Moody's loan to value (LTV) ratio, Moody's stressed debtservice coverage ratio (DSCR) and the Herfindahl Index (Herf),remaining within acceptable ranges. Based on our current baseexpected loss, the credit enhancement levels for the affirmedclasses are sufficient to maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of16% of the current balance. At last review, Moody's cumulativebase expected loss was 13%. Moody's provides a current list ofbase expected losses for conduit and fusion CMBS transactions onmoodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the credit estimate level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator version1.0, which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 52 compared to 48 at Moody's prior review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated February 24, 2011.

DEAL PERFORMANCE

As of the February 13, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 11% to $5.8 billionfrom $6.6 billion at securitization. The Certificates arecollateralized by 359 mortgage loans ranging in size from lessthan 1% to 6% of the pool, with the top ten loans representing 29%of the pool. The pool contains one loan with an investment gradecredit estimate, representing 6% of the pool.

Eighty-nine loans, representing 20% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Eight loans have been liquidated from the pool, resulting in arealized loss of $29.5 million (90% loss severity overall)compared to $3.3 million at last review. Currently 49 loans,representing 21% of the pool, are in special servicing. Thelargest specially serviced loan is the Riverton Apartments Loan($225 million -- 4% of the pool), which is secured by a 1230 unitclass B rent stabilized housing project in Harlem, New York. Theloan was transferred to special servicing in August 2008 due tomonetary default and is now REO.

Moody's has assumed a high default probability for 37 poorlyperforming loans representing 5% of the pool and has estimated anaggregate $74 million loss (23% expected loss based on a 53%probability default) from these troubled loans.

Moody's was provided with full year 2010 operating results for 83%of the pool. Excluding specially serviced and troubled loans,Moody's weighted average LTV is 111% compared to 108% at Moody'sprior review. Moody's net cash flow reflects a weighted averagehaircut of 11% to the most recently available net operatingincome. Moody's value reflects a weighted average capitalizationrate of 9.0%.

Excluding special serviced and troubled loans, Moody's actual andstressed DSCRs are 1.41X and 0.96X, respectively, compared to1.39X and 0.94X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The loan with a credit estimate is the Ala Moana Portfolio ($348million -- 5.9%), which represents a pari passu interest in a $1.3billion loan. The loan is secured by a 2 million square foot mixeduse retail and office property located in Honolulu, Hawaii. Theloan sponsor is General Growth Properties (GGP). The property hadbeen included in GGP's bankruptcy filing. The bankruptcy planresulted in a loan modification which included a loan extension toJune 2018 from September 2011 and amortization based on a 25 year-year schedule commencing February 1, 2010. The loan is expected tosecure refinancing and pay off in full within the next month.Moody's current credit estimate and stressed DSCR are A1 and1.28X, respectively, compared to A3 and 1.31X at last review.

The top three performing conduit loans represent 13% of the poolbalance. The largest loan is the Mall of America Loan ($306million -- 5%), which represents a pari passu interest in a $775million loan. The loan is secured by a 2.8 million square footregional mall/entertainment center located in Bloomington,Minnesota. The mall is anchored by Macy's, Bloomingdales,Nordstrom and Sears, as well as a variety of entertainment venues.The property was 91% leased as of September 2011, which is in linewith last review. Moody's LTV and stressed DSCR are 88% and 0.95X,respectively, compared to 89% and 0.94X at last review.

The second largest loan is the One World Financial center Loan($257 million -- 4%), which represents the pooled portion of a$297.5 million first mortgage loan. The junior portion of the loanis held within the trust and secures the non-pooled, or rake,Classes WFC-1, WFC-2, WFC-3 and WFC-X. The loan is secured by a1.6 million square foot office building located in the BatteryPark office submarket of Manhattan. The property was 100% leasedas of December 2011, similar to last review. The property'slargest tenant is Cadwalder, Wickersham & Taft, which leases 35%of the NRA through January 2025. The loan sponsor is BrookfieldFinancial Properties, LP. The loan is interest only for its entireten-year term. Moody's LTV and stressed DSCR are 91% and 0.98X,respectively, compared to 101% and 0.88X at last review.

The third largest loan is the Four Seasons Maui A-Note ($205million -- 3.5%), which represents a pari passu interest in a $425million loan. The loan is secured by 380 room luxury resortlocated along the shoreline of southeastern Maui and benefits fromhigh barriers to entry due to lack of developable land. At lastreview the loan was in special servicing. The loan was modified inJune 2011 with a $10 million equity infusion from the borrower, afive year loan extension, as well as a A/B note split into a $350million A note and a $75 million B note. The portfolio'sperformance has improved since last review, due to an overallincrease in occupancy, ADR and RevPAR. Moody's LTV and stressedDSCR are 152% and 0.73X, respectively, compared to 280% and 0.4Xat last review.

"We placed the ratings on CreditWatch negative on Dec. 15, 2011,following our receipt of notices from the trustee indicating anEOD, the intent to liquidate the collateral, and a subsequentwritten objection and intent to file an interpleader complaint.For information regarding the trustee notices, please see '8Cedarwoods CRE CDO II Ratings Placed On Watch Negative After EOD,Liquidation, Interpleader Complaint Notices,' published Dec. 15,2011," S&P said.

"We are updating our CreditWatch placements on the affectedratings from Cedarwoods II pending additional information on theresolution of the interpleader complaint. When we receive updatednotices surrounding the interpleader complaint, we will analyzethe information and take the appropriate rating actions," S&Psaid.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

"The downgrades follow the receipt of notice from the trusteeindicating an event of default (EOD). According to the Feb. 24,2012 trustee notice, the transaction experienced an EOD undersection 5.1(j) of the indenture because the transaction's defaultpar value coverage ratio was less than 100%. For details on oursurveillance methodology for transactions that have experiencedan EOD, see 'Surveillance Methodology For Global Cash Flow AndHybrid CDOs Subject To Acceleration Or Liquidation After An EOD,'published Sept. 2, 2009," S&P said.

"The rating actions reflect our analysis of the deal following thedeterioration in the transaction's overcollateralization ratio.According to the Feb. 22, 2012, trustee report, the transaction'scollateral totaled $667.6 million, while the transaction'sliability totaled $803.1 million, which includes capitalizedinterest," S&P said.

"The analysis considered our rating actions on 18 referencecommercial mortgage-backed securities (CMBS) that serve ascollateral for Centerline 2007-SRR5. The securities are from 18transactions ($340 million, 50.9% of the pool balance). We loweredour ratings on the majority ($320 million, 47.9%) of thesereferenced CMBS collateral to 'CCC- (sf)' or 'D (sf)'," S&P said.

"We lowered our ratings to 'D (sf)' from 'CCC- (sf)' on the 14classes from Centerline 2007-SRR5 because we determined that theclasses are unlikely to be repaid in full. Class C, which is anondeferrable class, also experienced a $2,429 interest shortfallin the current payment period," S&P said.

"Standard & Poor's analyzed Centerline 2007-SRR5 and itsunderlying collateral according to our current criteria. Ouranalysis is consistent with the lowered ratings," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

"The upgrades reflect a paydown to the class A-1 and A-2 notes, aswell as the improved performance we have observed in the deal'sunderlying asset portfolio since our January 2010 rating actions.Since that time, the transaction has paid down the class A-1 andA-2 notes by approximately $161 million and $14 million, reducingthe balance to about 52% of the original balance. According to theFeb. 5, 2012, trustee report, the transaction's asset portfolioheld about $3.7 million in defaulted assets, down from the$17.7 million noted in the December 2009 trustee report.Subsequently, the transaction has benefited from an increase inthe overcollateralization (O/C) available to support the notes.The trustee reported a class A O/C ratio of 145.2% in the February2012 monthly report, up from a reported ratio of 119.2% inDecember 2009," S&P said.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

Standard & Poor's 17g-7 Disclosure Report

Sec Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"The affirmations follow our analysis of the transaction,including a review of the deal structure and the liquidityavailable to the trust, using our U.S. conduit/fusion CMBScriteria. The affirmed ratings on the principal and interestcertificates reflect subordination and liquidity support levelsthat are consistent with the outstanding ratings. We affirmed our'AAA (sf)' ratings on the class XP and XS interest-onlycertificates based on our current criteria," S&P said.

"The affirmed ratings on the class E57-1, E57-2, and E57-3 rakedcertificates follow our analysis of the 135 East 57th Street loanbased on our current criteria, which included a revaluation of theoffice property securing the loan," S&P said.

"Our analysis included a review of the credit characteristics ofthe remaining loans in the pool. Using servicer-provided financialinformation, we calculated an adjusted debt service coverage (DSC)of 1.29x and a loan-to-value (LTV) ratio of 117.9%. We furtherstressed the loans' cash flows under our 'AAA' scenario to yield aweighted average DSC of 0.77x and an LTV ratio of 171.1%. Theimplied defaults and loss severity under the 'AAA' scenario were92.4% and 45.4%. The DSC and LTV calculations exclude eight($157.7 million, 5.6%) of the nine ($260.7 million, 9.2%)specially serviced loans and one loan that we determined to becredit-impaired ($6.5 million, 0.2%). We separately estimatedlosses for the excluded specially serviced and credit-impairedloans and included them in our 'AAA' scenario implied default andloss severity figures," S&P said.

Transaction Summary

As of the Feb. 10, 2012, trustee remittance report, the collateralpool had an aggregate trust balance of $2.82 billion, down from$2.89 billion at issuance. The pool comprises 105 loans, down from109 loans at issuance. The master servicers, Berkadia CommercialMortgage LLC and Keycorp Real Estate Capital, provided financialinformation for 99.1% of the loans in the pool, most of whichreflected partial- or full-year 2010 or 2011 data.

"We calculated a weighted average DSC of 1.26x for the loans inthe pool based on the servicer-reported figures. Our adjusted DSCand LTV ratio were 1.29x and 117.9%. Our adjusted figures excludeeight ($157.7 million, 5.6%) of the nine ($260.7 million, 9.2%)specially serviced loans and one loan that we determined to becredit-impaired ($6.5 million, 0.2%). Recent financial reportinginformation was available for eight of the excluded speciallyserviced and credit-impaired loans, which reflected a weightedaverage DSC of 1.01x. We separately estimated losses for theexcluded specially serviced and credit-impaired loans and includedthem in our 'AAA' scenario implied default and loss severityfigures. To date, the transaction has experienced $24.9 million inprincipal losses from five loans. Thirty-three loans ($540.7million, 19.1%) in the pool are on the master servicers' combinedwatchlist, including one of the top 10 loans. Thirty-seven loans($710.0 million, 25.1%) have a reported DSC of less than 1.10x, 26of which ($580.6 million, 20.6%) have a reported DSC of less than1.00x," S&P said.

Summary Of Top 10 Loans

"The top 10 loans have an aggregate outstanding balance of $1.52billion (54.4%). Using servicer-reported numbers, we calculated aweighted average DSC of 1.25x for the top 10 loans. One of the top10 loans ($103.0 million, 3.7%) is with the special servicer andone other top 10 loan, the Ritz-Carlton Key Biscayne loan ($160.0million, 5.7%), is on the master servicers' combined watchlist.Our adjusted DSC and LTV ratio for the top 10 loans were 1.24x and124.2%. Details of the Ritz-Carlton Key Biscayne and the 135 East57th Street loans are set forth," S&P said.

"The Ritz-Carlton Key Biscayne loan is the fourth-largest loan inthe pool and the largest loan on the master servicers' combinedwatchlist. The loan has a trust balance of $160.0 million (5.7%)and a whole-loan balance of $198.0 million. The loan is secured bya 302-room luxury hotel in Key Biscayne, Fla. The property wasbuilt in 2001 and renovated in 2008. The loan appears on themaster servicers' combined watchlist due to low reported DSC. Thereported DSC and occupancy for the loan were 0.98x and 78.2% forthe nine months ended Sept. 30, 2011," S&P said.

"The 135 East 57th Street loan is the 10th-largest loan in thepool. The loan is secured by the leasehold interest in a 427,483-sq.-ft. office property in midtown Manhattan. The property wasbuilt in 1988. The loan has a whole-loan balance of $85.0 million,consisting of a $67.5 million senior pooled component (3.0% of thetrust balance) and a $15.5 million subordinate nonpooledcomponent, which provides 100% of the cash flow for the class E57-1, E57-2, and E57-3 raked certificates. The reported DSC andoccupancy for the loan were 0.97x and 87.1% for year-end 2010. Ouradjusted valuation, which considered market comparables, yieldedan in-trust stressed LTV ratio of 97.5%. Consequently, we affirmedour ratings on classes E57-1, E57-2, and E57-3," S&P said.

Credit Considerations

"As of the Feb, 10, 2012, trustee remittance report, nine loans($260.7 million, 9.2%) in the pool were with the special servicer,Situs Holdings LLC. The reported payment status of the speciallyserviced loans as of the most recent trustee remittance report is:one is in foreclosure ($16.9 million, 0.6%), three are 90-plus-days delinquent ($37.4 million, 1.3%), one is 60 days delinquent($24.9 million, 0.8%), one is 30 days delinquent ($4.4 million,0.2%), two are late but less than 30 days delinquent ($74.1million, 2.6%), and one is a nonperforming matured balloon loan($103.0 million, 3.7%). Appraisal reduction amounts (ARAs)totaling $30.6 million are in effect for six of the speciallyserviced loans. Details of the three largest specially servicedloans, one of which is a top 10 loan, are as set forth," S&P said.

"The Fashion Outlet of Las Vegas loan ($103.0 million, 3.7%) isthe eighth-largest loan in the pool and the largest loan with thespecial servicer. The loan is secured by a 50-year leaseholdinterest in a 371,358-sq.-ft. enclosed regional outlet center inPrimm, Nev., which expires on Dec, 31, 2048. The property wasbuilt in 1998. The loan was transferred to the special servicer onJan. 26, 2012, due to imminent default. The payment status for theloan is reported to be a nonperforming matured balloon loan. Theloan matured on Feb. 1, 2012. The reported DSC and occupancy forthe loan were 1.34x and 96.6% for the six months ended June 30,2011. The special servicer is currently evaluating the workoutstrategies for this loan," S&P said.

"The Georgian Towers loan is the 13th-largest loan in the pool andthe second-largest loan with the special servicer. The loan has awhole-loan balance of $185.0 million which consists of a $125.0million senior note and a $60.0 million subordinate B note. Thesenior note is further split into two pari passu pieces: a $67.0million A-1 note that makes up 2.4% of the trust balance and a$58.0 million A-2 note that is in the CD 2007-CD5 transaction. Theloan is secured by an 890-unit multifamily property in SilverSpring, Md. The property was built in 1968. The loan wastransferred to the special servicer on Dec. 22, 2009, and thecourt appointed a receiveron Dec. 30, 2009. The special servicerindicated that the property is being sold pursuant to theconfirmed bankruptcy plan. The payment status for the loan isreported as late but less than 30 days delinquent. The reportedDSC and occupancy for the loan were 0.86x and 91.0% for the sixmonths ended June 30, 2011. We expect a minimal loss, if any, uponthe eventual resolution of this loan," S&P said.

"The Grants Pass Shopping Center loan ($24.9 million, 0.8%) is thethird-largest loan with the special servicer. The loan is securedby a 222,355-sq.-ft. retail property that is part of a larger333,622-sq.-ft. community shopping center in Grants Pass, Ore. Theproperty was built in 1964. The loan was transferred to thespecial servicer on Jan. 4, 2011, due to monetary default. Thespecial servicer indicated that the loan was modified on Jan. 11,2012. The modification terms include, but are not limited to,bifurcating the trust's $24.9 million note into a $20.0 million Anote and a $4.9 million subordinate B note, accruing interest onthe B note at the current note rate, and converting the loan debtservice payment to interest-only for the remaining term. Thepayment status for this loan is reported to be 60 days delinquent.The reported DSC and occupancy for the loan were 0.76x and 76.0%for the six months ended June 30, 2011. An ARA of $5.0 millionwas reported for this loan. We expect a moderate loss upon theeventual resolution of this loan," S&P said.

"The six remaining loans with the special servicer have individualbalances that represent less than 0.65% of the total trustbalance. ARAs totaling $25.6 million are in effect against five ofthese loans. We estimated losses for all of these loans, arrivingat a weighted-average loss severity of 45.6%," S&P said.

"In addition to the specially serviced loans, we determined oneloan to be credit-impaired due to impending maturity and lowreported DSC. The Oakland Shopping Center loan ($6.5 million,0.2%) is secured by a 96,951-sq.-ft. retail property in LauderdaleLakes, Fla. The master servicer indicated that the borrower hasnot indicated if it will be able to pay off the loan by its June1, 2012, maturity. The master servicer reported negative cash flowand occupancy was 80.7% for year-end 2011. Given the poorperformance and upcoming maturity, we viewed this loan to be at anincreased risk of default and loss," S&P said.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The NCCL series of ABCP notes is solely issued by CompassSecuritisation Limited, while the CCL series of ABCP notes isissued by Compass Securitisation Limited or Compass SecuritizationLLC.

The rating announcement follows Moody's extension of the review ofWestLB AG's (A3 on review /P-2 on review/ E) short-term debt anddeposit ratings and the specification of the direction of thesereviews on 1 March 1, 2012 as follows:

-- The direction of the review of the P-2 rating for short-term senior debt was changed to review for upgrade from uncertain.

-- The direction of the review of the P-2 rating for short-term deposits was changed to review for downgrade from uncertain.

For more information on this rating announcement, refer to Moody'spress release titled "Moody's downgrades WestLB's BFSR to E;reviews extended for senior debt and deposits" dated March 1,2012, which is available on www.moodys.com.

At present, the uncertainty remains on the effect of the wind-downof WestLB on Compass's operations as it is unclear which entitieswill perform the functions currently performed by WestLB includingsponsor, liquidity provider, administrator, account bank and swapcounterparty. However it is likely that the liquidity provider andsponsor role will be taken over by a P-1 rated counterparty.

No decisions have yet been taken with regards to transferring theaccount bank role. Nevertheless, Moody's expects that the accountbank function will ultimately be transferred as WestLB AG willdiscontinue its commercial activities as a lender as of 30 June2012. Hence, in the interim period, the link between WestLB asdeposit taking institution and the two series remain.

The principal methodology used in this rating was Moody's Approachto Rating Asset-Backed Commercial Paper published in February2003.

CPS AUTO 2012-A: Moody's Assigns '(P)B3' Rating to Class D Notes----------------------------------------------------------------Moody's Investors Service has assigned provisional ratings to thenotes to be issued by CPS Auto Receivables Trust 2012-A. This isthe first transaction of the year for Consumer Portfolio Services,Inc. (CPS).

The complete rating actions are as follows:

Issuer: CPS Auto Receivables Trust 2012-A

Class A Notes, rated (P) A2 (sf);

Class B Notes, rated (P) Baa3 (sf);

Class C Notes, rated (P) Ba3(sf);

Class D Notes, rated (P) B3 (sf);

Ratings Rationale

Moody's said the ratings are based on the quality of theunderlying auto loans and their expected performance, the strengthof the structure, the availability of excess spread over the lifeof the transaction, the experience and expertise of CPS asservicer, and the backup servicing arrangement with Aa3-ratedWells Fargo Bank, N.A.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. Auto Loan-Backed Securities," published inMay 2011.

Moody's median cumulative net loss expectation for the underlyingpool is 13.0%. The loss expectation was based on an analysis ofCPS' portfolio vintage performance as well as performance of pastsecuritizations, and current expectations for future economicconditions.

The Assumption Volatility Score for this transaction isMedium/High versus a Medium for the sector. This is driven by theMedium/High assessment for Governance due to the unratedsponsor/servicer.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If the net loss used indetermining the initial rating were changed to 18%, 22% or 24%,the initial model output for the Class A notes might change fromA2 to A3, Baa3, and Ba3, respectively. If the net loss used indetermining the initial rating were changed to 13.5%, 16% or 17%,the initial model output for the Class B notes might change fromBaa3 to Ba1, B1, and B3, respectively. If the net loss used indetermining the initial rating were changed to 13.25%, 14% or15.25%, the initial model output for the Class C notes mightchange from Ba3 to B1, B3, and Caa1, respectively, and the initialmodel output for the Class D notes might change from B3 to all three scenarios.

Parameter Sensitivities are not intended to measure how the ratingof the security might migrate over time, rather they are designedto provide a quantitative calculation of how the initial ratingmight change if key input parameters used in the initial ratingprocess differed. The analysis assumes that the deal has not aged.Parameter Sensitivities only reflect the ratings impact of eachscenario from a quantitative/model-indicated standpoint.Qualitative factors are also taken into consideration in theratings process, so the actual ratings that would be assigned ineach case could vary from the information presented in theParameter Sensitivity analysis.

The preliminary ratings are based on information as of March 12,2012. Subsequent information may result in the assignment of finalratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

* The availability of approximately 30.6%, 25.8%, 22.3%, and 20.1% of credit support for the class A, B, C, and D notes based on stressed cash flow scenarios (including excess spread). These credit support levels provide coverage of more than 2.3x, 1.75x, 1.60x, and 1.17x our 11.75-12.25% expected cumulative net loss (CNL) range for the class A, B, C, and D notes.

* "The expectation that, under a moderate stress scenario of 1.75x our expected net loss level, the ratings on the class A, B, and C notes will not decline by more than two rating categories during the first year, all else being equal. This is consistent with our credit stability criteria, which outlines the outer bound of credit deterioration equal to a two-category downgrade within the first year for 'A', 'BBB', and 'BB' rated securities," S&P said.

* The credit enhancement underlying each of the preliminary rated notes, which is in the form of subordination, overcollateralization, a reserve account, and excess spread for the class A, B, C, and D notes.

* "The timely interest and principal payments made to the preliminary rated notes under our stressed cash flow modeling scenarios, which we believe are appropriate for the assigned preliminary ratings," S&P said.

* The collateral characteristics of the subprime automobile loans securitized in this transaction.

* The transaction's payment and credit enhancement structures, which include performance triggers.

* The transaction's legal structure.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio, Moody's stressed debt service coverage ratio(DSCR) and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on our current base expected loss, thecredit enhancement levels for the affirmed classes are sufficientto maintain their current ratings. The downgrades are due tohigher expected losses for the pool resulting from realized andanticipated losses from specially serviced and troubled loans.

Moody's rating action reflects a cumulative base expected loss of11.4% of the current balance compared to 10.7% at last review.Moody's provides a current list of base expected losses forconduit and fusion CMBS transactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005,"Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000, and "Moody's Approach toRating Structured Finance Interest-Only Securities" published inFebruary 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a pay down analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in the rating agency's analysis.Based on the model pooled credit enhancement levels at Aa2 (sf)and B2 (sf), the remaining conduit classes are either interpolatedbetween these two data points or determined based on a multiple orratio of either of these two data points. For fusion deals, thecredit enhancement for loans with investment-grade creditestimates is melded with the conduit model credit enhancement intoan overall model result. Fusion loan credit enhancement is basedon the underlying rating of the loan which corresponds to a rangeof credit enhancement levels. Actual fusion credit enhancementlevels are selected based on loan level diversity, pool leverageand other concentrations and correlations within the pool.Negative pooling, or adding credit enhancement at the underlyingrating level, is incorporated for loans with similar creditestimates in the same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 16, down from 19 at last review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel based Large Loan Model v 8.0 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations. These aggregatedproceeds are then further adjusted for any pooling benefitsassociated with loan level diversity, other concentrations andcorrelations. Moody's ratings are determined by a committeeprocess that considers both quantitative and qualitative factors.Therefore, the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated March 17, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 9% to $3.84 billionfrom $4.27 billion at securitization. The Certificates arecollateralized by 322 mortgage loans which range in size from lessthan 1% to 21% of the pool, with the top ten loans representing53% of the pool. Three loans representing less than 1% of the dealhave defeased and are collateralized with U.S. Governmentsecurities. There are no loans with investment grade creditestimates.

There are 105 loans, representing 48% of the pool on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Thirty-five loans have been liquidated from the pool sincesecuritization, resulting in approximately a $113.6 million loss(41% average loss severity) compared to $47.7 million at lastreview. There are currently 36 loans, representing 15% of the poolin special servicing. The largest specially serviced loan is theBabcock & Brown FX 3 Loan ($195.1 million --5.1% of the pool),which is secured by 14 multifamily properties located in sixstates. The collateral consists of older vintage Class Bproperties and totals 3,719 units. The loan was transferred tospecial servicing in February 2009 due to the borrower's requestfor a loan modification. In August 2011 a receiver was appointed.In October 2011, the master servicer recognized an appraisalreduction of $82.2 million.

The second largest specially serviced loan is the Dream Hotel Loan($100.0 million --2.6% of the pool), which is secured by a 220-room hotel located in New York City. The loan is encumbered by aground lease that expires in 2103. The loan was transferred tospecial servicing in April 2009 when the borrower indicated itcould no longer support debt service. The decline in business andtourist travel due to the economic recession has significantlyimpacted property performance. In April 2011 an appraisal wasdone, valuing the property at $87 million. In May 2011, the masterservicer recognized an appraisal reduction of $35.9 million. Theremaining 34 specially serviced loans are secured by a mix ofproperty types. The master servicer has recognized an aggregate$204.9 million appraisal reduction for 27 of the speciallyserviced loans. Moody's has estimated an aggregate $272.1 millionloss (48% expected loss on average) for all of the speciallyserviced loans.

Moody's has assumed a high default probability for 58 poorlyperforming loan representing 18% of the pool and has estimated a$104.7 million loss (15% expected loss based on a 50% probabilitydefault) from these troubled loans.

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.35X and .99X, respectively, compared to1.23X and 0.92X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three performing conduit loans represent 34% of the poolbalance. The largest loan is the 11 Madison Avenue Loan ($806.0million -- 21.0% of the pool), which is secured by a 2.2 millionsquare foot (SF) Class A office building located in the EastMidtown South office submarket in New York City. The property wasapproximately 99% leased as of September 2011, the same as lastreview. The building serves as the global headquarters locationfor Credit Suisse AG, which leases 81% of the NRA through May2017. The loan is currently on the master servicer's watchlist.The loan is interest-only for the entire term. Moody's LTV andstressed DSCR are 120% and 0.76X, respectively, compared to 120%and 0.74X at last review.

The second largest loan is the 280 Park Avenue Loan ($300.0million -- 7.8% of the pool), which represents a pari passuinterest in a $440 million loan. The loan is secured by a 1.2million SF Class A office building located in the Plaza Districtoffice submarket in New York City. The loan is also encumbered bya $670 million mezzanine loan. The property was 64% leased as ofFebruary 2012 compared to 70% at last review. In February 2012,The National Football League (17% of net rentable area (NRA))vacated the property at the expiration of its lease. The loansponsors are currently seeking new tenants. The three largesttenants are Credit Suisse (8% of the NRA; lease expiration March2014), Invest Corp. (6% of NRA; lease expiration January 2014) andGeneral Electric Corp. (4% of the NRA; lease expiration January2014). The loan is currently on the master servicer's watchlistdue to a decline in performance. Moody's LTV and stressed DSCR are110% and 0.84X, respectively, compared to 89% and 1.0X at Moody'slast review.

The third largest loan is the Ritz Carlton South Beach Loan($181.0 million -- 4.7% of the pool), which is secured by a 376-room full-service luxury hotel located in Miami Beach, Florida.The loan was placed on the master servicer's watchlist in October2009 as the result of declining performance. The property hasnever achieved the performance originally anticipated atsecuritization. Moody's LTV and stressed DSCR are 213% and 0.52X,respectively, the same as at last review.

The downgrades are due to interest shortfalls, higher thananticipated losses from liquidated loans and an increase inexpected losses from specially serviced and troubled loans.

The ten downgraded classes plus an additional seven classes areplaced on review for possible downgrade due to uncertaintysurrounding the impact of a recent loan modification for thedeal's largest loan, the Alliance SAFD -- PJ Loan ($475 million --15.8% of the pool).

Moody's rating action reflects a cumulative base expected loss of9.4% of the current pooled balance compared to 8.0% at lastreview. Moody's provides a current list of base expected lossesfor conduit and fusion CMBS transactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating Structured Finance Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the credit estimate level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 23, compared to 25 at Moody's prior review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated June 2, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 9% to $3 billionfrom $3.3 billion at securitization. The Certificates arecollateralized by 203 mortgage loans ranging in size from lessthan 1% to 16% of the pool, with the top ten loans representing44% of the pool. The pool does not contain any defeased loans orloans with credit estimates.

Forty loans, representing 12% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Eight loans have been liquidated from the pool, resulting in anaggregate realized loss of $52 million (82% loss severity overall)compared to $27.3 million at last review. Nine loans have beenmodified with an aggregate $16 million principal curtailment,which brings the deal's total realized loss to $68 million.Twenty-one loans, representing 27% of the pool, are currently inspecial servicing. The largest specially serviced loan is theAlliance SAFD -- PJ Loan ($475 million -- 15.8% of the pool),which is secured by 32 multifamily properties located in Texas,Florida, Tennessee, Georgia and Arizona. The loan is beingmodified and the modification terms will be summarized onceMoody's completes our analysis of the modification.

Moody's has assumed a high default probability for 15 poorlyperforming loans representing 6% of the pool and has estimated a$28 million aggregate loss (15% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year2011 operating results for 98% and 97% of the conduit,respectively. The conduit portion of the pool excludes speciallyserviced and troubled loans. Moody's weighted average conduit LTVis 117% compared to 122% at Moody's prior review. Moody's net cashflow reflects a weighted average haircut of 9% to the mostrecently available net operating income. Moody's value reflects aweighted average capitalization rate of 9.1%.

Moody's actual and stressed conduit DSCRs are 1.32X and 0.87X,respectively, compared to 1.26X and 0.83X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes AJ throughS have experienced cumulative interest shortfalls totaling $16million. Moody's anticipates that the pool will continue toexperience interest shortfalls because of the high exposure tospecially serviced and troubled loans Interest shortfalls arecaused by special servicing fees, including workout andliquidation fees, appraisal subordinate entitlement reductions(ASERs), extraordinary trust expenses, loan modifications thatinclude either an interest rate reduction or a non-accruing notecomponent, and non-recoverability determinations by the servicerthat involve a clawback for previously made advances.

The top three performing loans represent 18% of the pool balance.The largest loan is the 599 Lexington Avenue Loan ($300 million-- 10% of the pool), which is secured by a 1 million square foot(SF) office building located in Midtown Manhattan in New YorkCity. The loan represents a 40% pari-passu interest in a $750million loan. The property was 96% leased as of September 2011,which is the same as at last review. Less than 2% of theproperty's leases expire over the next three years. Moody'sexpects performance to improve due to rent step provisions in theleases. Moody's LTV and stressed DSCR are 129% and 0.71X,respectively, which is the same as at last review.

The second largest loan is the Two North LaSalle Loan ($127million -- 4.2% of the pool), which is secured by a 700,000 SFoffice property located in Chicago's Central Loop submarket. Theproperty has demonstrated a downward leasing trend: the propertywas 99% leased at securitization, 94% leased at 2010 YE and 88%leased at 2011 YE. The decline in occupancy has caused a slightdecline in overall performance, however, only 1% of the currentleases expire in 2012. Moody's LTV and stressed DSCR are 130% and0.77X, respectively, compared to 126% and 0.79X at last review.

The third largest loan is the Park Central Loan ($115 million --3.8% of the pool), which is secured by a 550,000 SF Class A officelocated in downtown Denver, Colorado. The loan was in specialservicing at last review, but has since been modified and returnedto the master servicer. The loan modification included arequirement that the borrower fund a $10 million tenantimprovement and leasing commision (TI/LC) reserve in conjunctionwith signing a new lead tenant, Bridgepoint Education. Thebuilding is now fully leased with minimal (3%) lease rollover in2012-13. Property performance is expected to improve afterBridgepoint's rent concession ends in 2H2013. The loan's couponwas also split into a current pay rate and an accrual rate, whichis causing a recurring monthly shortfall of over $150,000. Moody'sLTV and stressed DSCR are 126% and 0.75X compared to 124% and0.81X at last review.

"The affirmation follows our analysis of the transaction, dealstructure, liquidity available to the trust, and refinancingrisks. Specifically, we considered that class A-1 may besusceptible to interest shortfalls because three (48.8% of thetrust balance) of the four loans mature in March or April 2012,two of which have already been transferred to the specialservicers," S&P said.

"Our analysis also included our revaluation of the remaining fourfloating-rate loans," S&P said.

"We based our analysis, in part, on a review of the borrower'soperating statements for the full-year or interim 2011, the year-ended Dec. 31, 2010, the borrower's 2012 budget (where available),the borrower's 2011 rent rolls, and available Smith TravelResearch (STR) reports," S&P said.

"As of the Feb. 15, 2012, trustee remittance report, the trustconsists of four floating-rate interest-only loans indexed to one-month LIBOR totaling $835.1 million. The one-month LIBOR rate was0.2896% according to the February 2012 trustee remittance report.Details of the four remaining loans, two of which are currentlywith the special servicers, are as set forth," S&P said.

"The Planet Hollywood Resort & Casino loan, the largest loan inthe transaction, has a whole-loan balance of $515.6 million thatis split into a $427.8 million senior note that makes up 51.2% ofthe trust balance and subordinate B notes totaling $87.8 million.The loan is secured by a 2,567-room, full-service gaming hotel inLas Vegas. The master servicer, KeyBank Real Estate Capital(KeyBank), reported a debt service coverage (DSC) and occupancy of2.51x and 97.7% for the trailing 12-months ended Oct. 31, 2011.Our adjusted valuation, using an 11.55% capitalization rate,yielded an in-trust stressed loan-to-value (LTV) ratio of 92.4%.According to KeyBank, the loan was modified on Feb. 19, 2010, andreturned to the master servicer on May 20, 2010. The terms of theloan modification included, but are not limited to, extending theloan's maturity to Dec. 9, 2013, from Dec. 9, 2011, and reducingthe principal on the $400.0 million subordinate B notes. KeyBankindicated that the borrower paid the special servicing and workoutfees on this loan," S&P said.

"The Whitehall Seattle Portfolio loan, the second-largest loan inthe trust, has a whole-loan balance of $466.3 million that issplit into a $292.5 million senior note that makes up 35.0% of thetrust balance and two subordinate junior notes totaling $173.8million. In addition, the equity interests in the borrower of thewhole loan secure mezzanine debt totaling $430.2 million. The loanis secured by 11 office properties totaling 2.6 million sq. ft. inBellevue, Seattle, and Mercer Island, Wash. The loan wastransferred to the special servicer, CT Investment Management Co.Inc. (CT), on December 22, 2011, due to imminent maturity defaultafter the borrower indicated that it will not be able to payoffthe loan by its April 9, 2012, maturity date. CT stated that ithas ordered updated appraisals and that the borrower is indiscussions with the respective lenders on potential workoutstrategies. KeyBank reported a combined DSC of 6.97x for the ninemonths ended Sept. 30, 2011, and overall occupancy on the officeportfolio was 63.8%, according to the September 2011 rent rolls.Our adjusted valuation, using a weighted average capitalizationrate of 9.12%, yielded an in-trust stressed LTV ratio of 94.1%,"S&P said.

"The 100 West Putnam Avenue loan, the third-largest loan in thetransaction, has a whole-loan balance of $130.0 million, whichconsists of a $67.0 million senior note that makes up 8.0% of thetrust balance and subordinate junior notes totaling $63.0 million.The loan is secured by four office buildings totaling 152,304 sq.ft. in Greenwich, Conn. KeyBank reported a DSC of 1.58x for year-end 2011 and occupancy was 93.6%, according to the Nov. 15, 2011,rent roll. The loan matured on March 9, 2012. According toKeyBank, the loan was transferred to the special servicer, TalmageLLC, on March 6, 2012, because the borrower was not able to obtainrefinancing proceeds. KeyBank indicated that the borrowerrequested for a short-term extension from the loan's maturity tosecure refinancing proceeds. Our adjusted valuation, using an 8.5%capitalization rate, yielded an in-trust stressed LTV ratio of85.3%," S&P said.

"The Westin DFW loan, the smallest loan in the trust, has a awhole-loan balance of $73.6 million that is split into a $47.8million senior note that makes up 5.8% of the trust balance and a$25.8 million subordinate B note," S&P said.

"The loan is secured by a 506-room, full-service hotel in Irving,Texas. KeyBank reported a 5.23x DSC and 72.4% occupancy for theyear-ended Dec. 31, 2011," S&P said.

"The loan matures on April 9, 2012. According to KeyBank, theborrower has stated that it has secured refinancing proceeds topayoff the loan by its maturity date. Our adjusted valuation,using an 11.25% capitalization rate, yielded an in-trust stressedLTV ratio of 76.9%," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

CWABS INC: Moody's Cuts Rating on Cl. A-IO Tranche to 'Ba3'-----------------------------------------------------------Moody's Investors Service has placed fifteen principal andinterest tranches on review for possible downgrade from six CWABStransactions issued in 2002 and 2004. The collateral backing thesedeals primarily consists of closed end second lien loans andHELOCs. Moody's has also downgraded the ratings of four interest-only (IO) tranches from four of these transactions to correct theinaccurate linkage of these bonds from a prior rating action.

Ratings Rationale

The placement of fifteen principal and interest tranches on reviewfor possible downgrade results from Countrywide Home Loans (CHL)having been placed on review for possible downgrade onFebruary 15, 2012.

The four interest-only tranches downgraded in today's action areeach linked to a single reference pool within their respectivetransactions as provided by the respective Pooling and ServicingAgreements. When Moody's took action on these IO tranches inFebruary 2012, each rating was incorrectly linked to the ratingsof multiple bonds within the relevant transaction instead ofreferencing the single pool as a whole. Moody's methodology forrating IO bonds that are referenced to multiple bonds specifiestaking the weighted average current rating of the referencedbonds. Moody's has corrected the ratings on these four IO tranchesto reflect the correct linkage for these transactions, employinganother provision of its IO methodology: for IO tranchesreferencing a single pool, the rating is determined to be thelowest of i) Ba3 (sf); ii) the highest current tranche rating onbonds outstanding backed by the referenced pool; or iii) therating corresponding to the pool expected loss.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, "Second Lien RMBS Loss Projection Methodology:April 2010" published in April 2010, and "Moody's Approach toRating Structured Finance Interest-Only Securities" published inFebruary 2012.

The transactions have the benefit of mortgage insurance andCountrywide Home Loans (CHL) guarantees up to the maximum dollarlimits as specified in the original deal agreements. The ratingstake into consideration the two associated credit provider ratingsfor each transaction, and may be higher than Moody's assessment ofthe individual credit strength of either. The higher rating is theresult of the application of the joint probability-of-defaultanalysis, described in detail in Moody's Special Comment, "TheIncorporation of Joint-Default Analysis into Moody's Corporate,Financial and Government Rating Methodologies," February 2005.That analysis indicates that the rating on a jointly supportedobligation may be higher than that of either support providerbecause the likelihood of joint default is typically less than theprobability of default of either support provider individually.Moody's is also typically assuming an insurance rescission rate of20-40% for the transactions mentioned ; any loss protection on themortgage pools that are rescinded by the mortgage insurers aresubject to any further available coverage provided by the CHLguarantee agreements . The junior tranches for CWABS 2004-S1 andCWABS 2002-S4 are rated lower than the CHL long term rating sincethe amount of outstanding class balances available to take losseson these two deals is close to or exceeds the remaining CHLcorporate guarantee amounts available.

Certain securities, as noted below, are insured by financialguarantors. For securities insured by a financial guarantor, therating on the securities is the higher of (i) the guarantor'sfinancial strength rating and (ii) the current underlying rating(i.e., absent consideration of the guaranty) on the security. Theprincipal methodology used in determining the underlying rating isthe same methodology for rating securities that do not have afinancial guaranty and is as described earlier.

The primary source of assumption uncertainty is the currentmacroeconomic environment, in which unemployment levels remainhigh, and weakness persists in the housing market. Moody's nowprojects house price index to reach a bottom in early 2012, with a3% remaining decline in 2012, and unemployment rate to startdeclining, albeit slowly, as the year progresses.

"Da Vinci is a synthetic securitization originated by Banca IntesaSpA (now Intesa Sanpaolo) to transfer the risk associated with aportfolio backed by aircraft loans made to airlines. Two loans inthe portfolio--each backed by an MD-83 aircraft--were made toAmerican Airlines Inc., which filed Chapter 11 bankruptcy on Nov.29, 2011. These two loans represent a relatively small partof the total loan portfolio (about 6%)," S&P said.

"We had placed the class B notes on CreditWatch negative on Dec.15, 2011, due to our concern that American Airlines could returnthe two MD-83 aircraft to lenders and that the market value of thetwo MD-83 aircraft could decline significantly. In this case, webelieved the class B's credit enhancement could have beeninsufficient at its then-current rating," S&P said.

"The affirmations reflect our view that the credit enhancement forthe class A and B notes is sufficient at their respective ratinglevels even if we assume the recovery on the two aircraft loansmade to American Airlines is zero. Since Dec. 15, 2011, the loanportfolio continued to amortize at a faster pace than the aircraftcollateral's depreciation, which increased the collateral coveragefor the loans in the portfolio and thus, in our view, has provideda greater buffer against potential losses," S&P said.

Sec Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The upgrade is due primarily to amortization and future paydownsexpected to impact the Class B4 certificates, the sole remainingprincipal balance class currently rated by Moody's.

The rating of the IO Class, Class S, is consistent with theexpected credit performance of the pool and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss ofapproximately 10.4% of the current deal balance. At last review,Moody's cumulative base expected loss was approximately 10.8%.Moody's provides a current list of base losses for conduit andfusion CMBS transactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Conduit Transactions" published in September 2000, "Moody'sApproach to Rating CMBS Large Loan/Single Borrower Transactions"published in July 2000, and "Moody's Approach to Rating StructuredFinance Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the Excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a pay down analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade underlying ratings ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the underlying rating level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 12, compared to a Herf of 17 at Moody's priorreview.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.2 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through two sets ofquantitative tools -- MOST(R) (Moody's Surveillance Trends) and CMM(Commercial Mortgage Metrics) on Trepp -- and on a periodic basisthrough a comprehensive review. Moody's prior full review issummarized in a press release dated May 26, 2010.

DEAL PERFORMANCE

As of the February 10, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 98% to $67 millionfrom $1.55 billion at securitization. The Certificates arecollateralized by 30 mortgage loans ranging in size from less than1% to 16% of the pool, with the top ten loans representing 78% ofthe pool. There are no loans with credit estimates in the pool.Two loans, representing approximately 1% of the pool, are defeasedand are collateralized by U.S. Government securities.

Twelve loans, representing 19% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Fifty-four loans have liquidated from the pool, resulting in anaggregate realized loss of $57.4 million (25% average loan lossseverity). Currently, one loan, representing 11% of the pool, isin special servicing. Moody's has estimated a $4.2 million lossfor the specially-serviced loan.

Moody's has assumed a high default probability for two poorly-performing loans representing 4% of the pool. Moody's analysisattributes to these troubled loans an aggregate $500k loss (21%expected loss severity based on a 57% probability default).

Moody's was provided with full-year 2010 and partial-year 2011operating results for 81% of the performing pool. Excludingspecially serviced and troubled loans, Moody's weighted averageLTV is 72% compared to 71% at last full review. Moody's net cashflow reflects a weighted average haircut of 10.5% to the mostrecently available net operating income. Moody's value reflects aweighted average capitalization rate of 9.5%

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.30X and 1.81X, respectively, compared to1.36X and 1.79X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three performing conduit loans represent 37% of the pool.The largest loan is the Pines of Westbury Loan ($10.5 million --16% of the pool). The loan is secured by a 940-unit multifamilyproperty located in the Katy/Southwest Houston submarket ofHouston, Texas. Performance at the property has improved sinceMoody's last review, in line with expectations for the Houstonmultifamily market. Occupancy, as of October 2011, was 78%,compared to 72% in January 2011. Moody's current LTV and stressedDSCR are 107% and 1.02X, respectively, compared to 119% and 0.91Xat last review.

The second-largest loan is the Hazelcrest Place Loan($7.3 million-- 11% of the pool). The loan is secured by a 241-unit multifamilyproperty located in Hazel Park, Michigan, a northern suburb ofDetroit. The property was 100% occupied as of September 30, 2011compared to 98% occupancy in July 2010. Moody's current LTV andstressed DSCR are 69% and 1.45X, respectively, compared to 65% and1.53X at last review.

The third-largest loan consists of a portfolio of threesupermarket-anchored retail properties ($6.5 million -- 10% of thepool) totaling 152,000 square feet. The properties are located inWoonsocket, Rhode Island, and in New Bedford and Seekonk,Massachusetts. The grocery anchors are Stop and Shop Companies,Inc., Trucchi's Supermarkets, and GU Markets, respectively. Allthree leases terminate in 2015. Performance across the portfoliohas been negatively impacted by temporary legal and professionalcharges affecting the property in Seekonk, Massachusetts. Moody'scurrent LTV and stressed DSCR for the portfolio are 101% and,1.03X respectively, compared to 83% and 1.26X at last review.

EAST LANE: S&P Gives 'BB' Rating on Series 2012 Class A Notes-------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'BB(sf)' and 'BB-(sf)' ratings to the Series 2012 Class A and Class B notes,respectively, issued by East Lane Re V Ltd. The notes cover lossesfrom hurricanes and severe thunderstorm on a per-occurrence basisin the covered area.

"Our views of the transaction's credit risk reflect thecounterparty credit ratings on all of the parties involved thatcan affect the timely payment of interest and the ultimate paymentof principal on the notes. Our ratings on the notes take intoaccount the rating on Chubb Corp.'s operating insurancesubsidiaries ('AA') which will make quarterly premium payments toEast Lane V; the implied rating on the catastrophe risk of 'BB'for the Class A notes, and 'BB-' for the Class B notes; and therating on the assets in the reinsurance trust accounts ('AAAm').The ratings reflect the lowest of these three ratings, which foreach class of notes is currently the implied rating on thecatastrophe risk," S&P said.

"This is the fifth cat bond Chubb has sponsored, two of which areoutstanding. East Lane Re III Ltd. Series 2009-1 Class A notes,which cover losses from hurricanes, will mature on March 16, 2012,and East Lane Re IV Ltd. Series 2011-1 Class A and B notes, whichmature on March 14, 2014 and March 15, 2015 cover losses fromhurricanes, earthquakes, thunderstorms, and winter storms," S&Psaid.

East Lane V, a Cayman Islands-exempted company licensed as a ClassB insurer, has raised $150,000,000 to collateralize tworeinsurance agreements with Chubb.

The covered area for both perils is Alabama, Florida, Georgia,Louisiana, Mississippi, North Carolina, South Carolina, and Texas.

"We lowered the rating because the class B certificatesexperienced an interest payment shortfall as of the February 2012distribution date due to insufficient collections. This class'losses have significantly exceeded our expectations, thecertificates have performed worse than our initial 'A-' stressscenario, and available credit support has been depleted. Inaddition to the interest payment shortfall in the current month, acertificate principal balance of $51,844 remains unpaid. We do notexpect the class to repay this unpaid loss by its final maturityin October 2017 given that the remaining asset balance has beenreduced to zero," S&P said.

Standard & Poor's will continue to monitor the ratings associatedwith this transaction.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

GSMS 2006-RR3 is a static Re-Remic transaction backed by aportfolio of commercial mortgage backed securities (CMBS) (100.0%of the pool balance). All of the CMBS assets were securitizedbetween 2004 and 2006. All classes of Re-Remic certificates areexperiencing interest shortfalls totaling approximately $20.2million accrued since October 20th, 2009, and further shortfallsin interest payments are expected due to interest shortfalls onthe underlying collateral portfolio. The aggregate Certificatebalance of the transaction is $725.5 million compared to $727.8million at issuance.

Moody's has identified the following parameters as key indicatorsof the expected loss within CRE CDO transactions: WARF, weightedaverage life (WAL), weighted average recovery rate (WARR), andMoody's asset correlation (MAC). These parameters are typicallymodeled as actual parameters for static deals and as covenants formanaged deals.

WARF is a primary measure of the credit quality of a CRE CDO andRe-Remic pool. Moody's has completed updated credit estimates forthe non-Moody's rated assets. The bottom-dollar WARF is a measureof the default probability within a collateral pool. The currentbottom-dollar WARF is 7,128 compared to 7,067 at last review.Moody's modeled a bottom-dollar WARF of 4,606 compared to 5,307 atlast review, which is the WARF excluding defaulted collateral(obligations with interest shortfalls and rated Ca or C byMoody's). The distribution of current ratings and credit estimatesis as follows: A1-A3 (3.5% compared to 3.2% at last review), Baa1-Baa3 (17.0% compared to 15.5% at last review), Ba1-Ba3 (16.3%compared to 23.9% at last review), B1-B3 (13.1% compared to 0.7%at last review), and Caa1-C (50.2% compared to 56.7% at lastreview).

WAL acts to adjust the probability of default of the assets in thepool for time. Moody's modeled to a WAL (excluding defaultedcollateral) of 4.3 years compared to 5.0 years at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR(excluding defaulted collateral ) of 6.6% compared to 7.0% at lastreview.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 99.9%, same as at last review. The highMAC is due to the number of high credit risk exposures in thepool.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Moody's review incorporated the CMBS IO calculator ver1.0 whichuses the following inputs to calculate the proposed IO ratingbased on the published methodology: original and current bondratings and credit estimates; original and current bond balancesgrossed up for losses for all bonds the IO(s) reference(s) withinthe transaction; and IO type corresponding to an IO type asdefined in the published methodology. The calculator then returnsa calculated IO rating based on both a target and mid-point . Forexample, a target rating basis for a Baa3 (sf) rating is a 610rating factor. The midpoint rating basis for a Baa3 (sf) rating is775 (i.e. the simple average of a Baa3 (sf) rating factor of 610and a Ba1 (sf) rating factor of 940). If the calculated IO ratingfactor is 700, the CMBS IO calculator ver1.0 would provide both aBaa3 (sf) and Ba1 (sf) IO indication for consideration by therating committee.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. However, in light of theperformance indicators noted above, Moody's believes that it isunlikely that the ratings announced today are sensitive to furtherchange.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in November 2010, "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

GSAMP TRUST: Moody's Confirms 'Ba1' Rating on Cl. A-1A Tranche--------------------------------------------------------------Moody's confirmed the ratings on five tranches from three subprimeRMBS transactions. These tranches were placed on review on July 8,2011 due to possible short-term cashflow disruptions resultingfrom a servicing transfer from Litton Loan Servicing LP to OcwenFinancial Corp. The servicing transfer was completed in September2011 and the confirmed bonds were not adversely impacted by thetransfer.

Ratings Rationale

The five tranches affected by the actions are short cash flowtranches where full receipt of principal is dependent on thetiming of losses and principal payments in the relatedtransactions. These tranches were placed on review in July 2011following Ocwen's announcement that it was purchasing Litton LoanServicing LP. The servicing transfer could have temporarilydisrupted cash flows and/or changed the pace of loss realizationadversely impacting the bonds. There has been no adverse impact tothe noted bonds since the servicing transfer in September 2011.Hence, the ratings on these bonds are being confirmed.

The principal methodology used in these ratings is described inthe Monitoring and Performance Review section in "Moody's Approachto Rating US Residential Mortgage-Backed Securities" published inDecember 2008. Other factors used in these ratings are describedin "Moody's Approach to Rating Structured Finance Securities inDefault" published in November 2009.

Other factors used in these ratings are described in "Moody'sApproach to Rating Structured Finance Securities in Default"published in November 2009.

"The rating actions follow our performance review of thetransaction and reflect a relatively positive rating migration ofthe underlying portfolio and improvement in theovercollateralization available to the notes since ourDecember 2009 rating actions, when we lowered our ratings on allof the notes. Since our December 2009 rating actions, we haveobserved a significant decrease in defaulted assets due to thesale or reclassification of defaulted assets into 'CCC' or higherrating categories. As of the January 2012 trustee report, thetransaction held $2.8 million in defaulted assets, compared with$17.2 million in defaulted assets noted in the October 2009report, which we referenced for our December 2009 rating actions.Over this same time period, assets from underlying obligors withratings in the 'CCC' range have decreased to $13.5 million from$43.1 million," S&P said.

"The transaction's overcollateralization (O/C) ratios haveimproved by approximately 3.0% on average since October 2009.Other positive factors in our analysis include the reduction ofthe weighted average life and the increase of the weighted averagespread, following the continuous reinvestment of redemptionproceeds into assets that pay greater margins," S&P said.

"We will continue to review our ratings on the notes and assesswhether, in our view, the ratings remain consistent with thecredit enhancement available to support them and take ratingactions as we deem necessary," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

"The upgrades reflect improved performance we have observed in thedeal's underlying asset portfolio since we downgraded the notes onMarch 26, 2010. As of the Feb. 15, 2012, trustee report, thetransaction's asset portfolio had $3.86 million in defaultedobligations and $28.57 million in 'CCC' rated obligations. Thiswas a decrease from $9.51 million in defaulted obligations and$25.47 million in 'CCC' rated obligations noted in the Feb. 15,2010, trustee report, which we used for our March 2010 ratingactions," S&P said.

"We also observed an increase in the overcollateralization (O/C)available to support the rated notes," S&P said. The trusteereported the O/C ratios in the Jan. 23, 2012, monthly report:

* The class A/B O/C ratio was 120.32%, compared with a reported ratio of 117.48% in February 2010;

* The class C O/C ratio was 113.01%, compared with a reported ratio of 110.34% in February 2010;

* The class D O/C ratio was 108.27%, compared with a reported ratio of 105.71% in February 2010; and

* The class E O/C ratio was 104.64%, compared with a reported ratio of 102.17% in February 2010.

Standard & Poor's will continue to review whether, in its view,the ratings on the notes remain consistent with the creditenhancement available to support them and take rating actions asit deems necessary.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

INDEPENDENCE I: Moody's Affirms 'C' Rating on Class C Notes-----------------------------------------------------------Moody's Investors Service has downgraded one and affirmed twoclasses of Notes issued by Independence I CDO, Ltd. The downgradeis due to decreased credit quality of the collateral pool assets.The affirmations are due to the key transaction parametersperforming within levels commensurate with the existing ratingslevels. The rating action is the result of Moody's on-goingsurveillance of commercial real estate collateralized debtobligation (CRE CDO and Re-Remic) transactions.

Independence CDO I, Ltd. Is a static CDO a portfolio of asset backsecurities (ABS) (57.9% of the pool balance), commercial mortgagebacked securities (CMBS) (29.1%), and collateralized debtobligations (CDO) (13.1%). As of the January 26, 2011 Trusteereport, the aggregate Note balance of the transaction hasdecreased to $100.2 million from $288.5 million at issuance, withpaydown directed to the Class A Notes. The paydown results fromthe failure of the senior overcollateralization tests.

There are nine assets with par balance of $20.1 million (20.9% ofthe current pool balance) that are considered Defaulted Securitiesas of the January 26, 2011 Trustee report. These assets are ABS(27%) and CMBS (73%).

Moody's has identified the following parameters as key indicatorsof the expected loss within CRE CDO transactions: WARF, weightedaverage life (WAL), weighted average recovery rate (WARR), andMoody's asset correlation (MAC). These parameters are typicallymodeled as actual parameters for static deals and as covenants formanaged deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated credit estimates for the non-Moody'srated assets. The bottom-dollar WARF is a measure of the defaultprobability within a collateral pool. The current bottom-dollarWARF is 5,347 compared to 3,909 at last review. Moody's modeled abottom-dollar WARF of 4,394 compared to 3,342 at last review,which is the WARF excluding Defaulted Securities. The distributionof current ratings and credit estimates is as follows: Aaa-Aa3(10.2% compared to 16.2% at last review), A1-A3 (7.0% compared to9.8% at last review), Baa1-Baa3 (8.4% compared to 16.4% at lastreview), Ba1-Ba3 (11.3% compared to 12.7% at last review), B1-B3(12.8% compared to 12.8% at last review), and Caa1-C (50.4%compared to 32.1% at last review).

WAL acts to adjust the probability of default of the assets in thepool for time. Moody's modeled to a WAL of 6.0 years, compared to5.2 at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR(excluding defaulted collateral) of 13.9% compared to 27.5% atlast review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 10.1%, compared to 5.5% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from13.9% to 3.9% or up to 23.9% would result in average ratingmovement on the rated tranches of 0 to 3 notches downward and 0 to2 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

"The rating actions follow our performance review of thetransaction and reflect a relatively positive rating migration ofthe underlying portfolio since our December 2009 rating actions,when we lowered our ratings on six classes. Since our December2009 rating actions, we have observed a significant decrease indefaulted assets due to the sale or reclassification of defaultedassets into the 'CCC', or higher, rating categories. As of theFebruary 2012 trustee report, the transaction held $10.9 millionin defaulted assets, compared with $33.5 million noted in theNovember 2009 report, which we referenced for our December 2009rating actions. Over this same time period, assets from underlyingobligors with ratings in the 'CCC' range have decreased to $27.2million from $49.7 million," S&P said.

"The transaction's overcollateralization (O/C) ratios haveimproved since November 2009 on average by approximately 2.0%.Another positive factor in our analysis was the increased weightedaverage spread, following the continuous reinvestment ofredemption proceeds into assets that pay greater margins," S&Psaid.

"We affirmed our ratings on the class A-1A, A-1B, and A-2 notes toreflect the availability of credit support at the current ratinglevels," S&P said.

The transaction is still in its reinvestment period and all of therated classes have their original principal balances outstanding.

"We will continue to review our ratings on the notes and assesswhether, in our view, the ratings remain consistent with thecredit enhancement available to support them and take ratingactions as we deem necessary," S&P said.

Standard & Poor's 17g-7 Disclosure Report

Sec Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

According to Moody's, the rating downgrade today is the result ofdeterioration in the credit quality of the underlying portfolio.Such credit deterioration is observed through numerous factors,including an increase in the WARF, an increase in the dollaramount of defaulted securities and a decrease in the transaction'sovercollateralization ratios. Based on the latest trustee reportdated January 31, 2012, the WARF of the portfolio has increased to1337 from 494 since the last rating action in March 2009.Defaulted securities have also increased from $119.4 million inFebruary 2009 to $137.3 million in January 2012. Additionally, theClass A/B overcollateralization ratio test is reported at 53.2%versus a February 2009 level of 82.6%.

Lakeside CDO I, LTD., issued in December 2003, is a collateralizeddebt obligation backed primarily by a portfolio of RMBS, CMBS andCorporate CDOs originated from 2001 to 2004.

The principal methodology used in this rating was "Moody'sApproach to Rating SF CDOs" published in November 2010.

Moody's applied the Monte Carlo simulation framework withinCDOROMv2.8 to model the loss distribution for SF CDOs. Within thisframework, defaults are generated so that they occur with thefrequency indicated by the adjusted default probability pool (thedefault probability associated with the current rating multipliedby the Resecuritization Stress) for each credit in the reference.Specifically, correlated defaults are simulated using a normal (or"Gaussian") copula model that applies the asset correlationframework. Recovery rates for defaulted credits are generated byapplying within the simulation the distributional assumptions,including correlation between recovery values.

Together, the simulated defaults and recoveries across each of theMonte Carlo scenarios define the loss distribution for thereference pool.

Once the loss distribution for the collateral has been calculated,each collateral loss scenario derived through the CDOROM lossdistribution is associated with the interest and principalreceived by the rated liability classes via the CDOEdge cash-flowmodel . The cash flow model takes into account the following:collateral cash flows, the transaction covenants, the priority ofpayments (waterfall) for interest and principal proceeds receivedfrom portfolio assets, reinvestment assumptions, the timing ofdefaults, interest-rate scenarios and foreign exchange risk (ifpresent). The Expected Loss (EL) for each tranche is the weightedaverage of losses to each tranche across all the scenarios, wherethe weight is the likelihood of the scenario occurring. Moody'sdefines the loss as the shortfall in the present value of cashflows to the tranche relative to the present value of the promisedcash flows. The present values are calculated using the promisedtranche coupon rate as the discount rate. For floating ratetranches, the discount rate is based on the promised spread overLibor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, thereexist a number of sources of uncertainty, operating both on amacro level and on a transaction-specific level. Primary sourcesof assumption uncertainty are the extent of the slowdown in growthin the current macroeconomic environment and the commercial andresidential real estate property markets. While commercial realestate property markets are gaining momentum, a consistent upwardtrend will not be evident until the volume of transactionsincreases, distressed properties are cleared from the pipeline andjob creation rebounds. Among the uncertainties in the residentialreal estate property market are those surrounding future housingprices, pace of residential mortgage foreclosures, loanmodification and refinancing, unemployment rate and interestrates.

Moody's rating action today factors in a number of sensitivityanalyses and stress scenarios, discussed below. Results are shownin terms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss, assuming that all other factors are held equal:

"Our rating actions follow our analysis of the transactionprimarily using our U.S. conduit/fusion criteria. Our analysisincluded a review of the transaction structure and the liquidityavailable to the trust. The downgrades reflect credit supporterosion that we anticipate will occur upon the eventual resolutionof 10 ($82.0 million, 2.9%) of the transaction's 14 ($580.2million, 20.7%) loans with the special servicers. Our analysisalso considered that 26 ($865.0 million, 30.8%) loans in the poolhave a reported debt service coverage (DSC) of less than 1.10x,and 18 of these loans ($633.6 million, 22.6%) have a reported DSCbelow 1.00x," S&P said.

"The affirmed ratings on the principal and interest certificatesreflect subordination and liquidity support levels that areconsistent with the outstanding ratings. We affirmed our 'AAA(sf)' rating on the class X interest-only (IO) certificates basedon our current criteria," S&P said.

"Our analysis included a review of the credit characteristics ofall of the remaining loans in the pool. Using servicer-providedfinancial information, we calculated an adjusted DSC of 1.15x anda loan-to-value (LTV) ratio of 133.3%. We further stressed theloans' cash flows under our 'AAA' scenario to yield a weightedaverage DSC of 0.69x and an LTV ratio of 189.4%. The implieddefaults and loss severity under the 'AAA' scenario were 98.0% and50.6%. All of the DSC and LTV calculations we exclude 10 ($82.0million, 2.9%) of the transaction's 14 ($580.2 million, 20.7%)loans that are with the special servicers. We separately estimatedlosses for the excluded specially serviced loans and included themin the 'AAA' scenario implied default and loss severity figures,"S&P said.

Credit Considerations

"As of the Feb. 17, 2012, trustee remittance report, 14 ($580.2million, 20.7%) loans in the pool were with the special servicers,Midland Loan Services LLC (Midland) and Five Mile Capital RealEstate Advisors LLC (Five Mile). The payment status of thespecially serviced loans as of the February 2012 trusteeremittance report is: two ($16.2 million, 0.6%) are inforeclosure, nine ($106.6 million, 3.8%) are 90-plus-daysdelinquent, one ($2.5 million, 0.1%) is 60 days delinquent, andtwo ($454.9 million, 16.2%) are current. Appraisal reductionamounts (ARAs) totaling $46.6 million were in effect for 12 of thespecially serviced loans. Details for the two largest speciallyserviced loans, both of which are top 10 loans, are as set forth,"S&P said.

"The Innkeepers Portfolio loan is the largest loan with thespecial servicer and the largest loan in the pool. The loan has awhole-loan balance of $675.0 million that is split into two paripassu pieces, $337.5 million of which makes up 12.0% of the trustbalance. The other pari passu piece is in the LB-UBS CommercialMortgage Trust 2007-C7 transaction. The loan is secured by 45hotel properties totaling 5,683 rooms (35 upscale extended-stayhotels totaling 4,446 rooms, nine mid-scale hotels totaling 1,101rooms, and one 136-room full-service hotel) in 16 U.S. states. Theloan, which has a reported current payment status, was transferredto the special servicer on April 19, 2010, due to imminentcancellation of the franchise agreement with MarriotInternational. The Residence Inn brand was the primary flag forthe hotel properties in the portfolio. The borrower subsequentlyfiled for Chapter 11 bankruptcy on July 19, 2010," S&P said.

"According to the special servicer, Five Mile, the InnkeepersPortfolio loan was assumed and modified on Oct. 27, 2011. The loanmodification terms included, but are not limited to, a write-downof the original $825.4 million whole-loan balance to $675.0million, which resulted in the trust incurring a $98.4 millionprincipal loss (reflected in the December 2011 trustee remittancereport)," S&P said.

"It is our understanding that the Innkeepers Portfolio loan willbe returned to the master servicer in the near future, as the loanmodification is completed. Pursuant to the transaction documents,the special servicer is entitled to a workout fee that is 1% ofall future principal and interest payments if the loan performsand remains with the master servicer. The reported DSC andoccupancy were 0.93x and 69.2%, respectively, as of Dec. 31,2009," S&P said.

"The 100 Wall Street loan ($117.4 million, 4.2%) is the sixth-largest loan in the pool and is secured by a 29-story class Aoffice building totaling 482,404 sq. ft. in Manhattan. The loanwas transferred to the special servicer, Five Mile, on Dec. 1,2011, because of the loan's upcoming June 11, 2012, maturity andlow occupancy resulting in declining cash flow. The reportedpayment status of the loan is current. Five Mile stated that it isreviewing workout strategies for this loan and has ordered anappraisal. The reported DSC and occupancy were 0.80x and 80.5%,respectively, for the six months ended June 30, 2011," S&P said.

"The 12 remaining loans with the special servicers have individualbalances that represent less than 0.9% of the total pool balance.ARAs totaling $46.6 million are in effect against these 12 loans.We estimated losses for 10 of these loans, arriving at a weightedaverage loss severity of 46.9%. The special servicers informed usthat they are in the process of finalizing a loan modification forone of the two remaining specially serviced loans, while the otherloan has recently been modified," S&P said.

Transaction Summary

As of the Feb. 17, 2012, trustee remittance report, the collateralpool had a trust balance of $2.81 billion, down from $2.98 billionat issuance. The pool currently includes 168 loans. Wells Fargoprovided financial information for 84.2% of the loans in the pool:10.9% was full-year 2011 data, 25.6% was partial-year 2011 data,and 47.7% was full-year 2010 data.

"We calculated a weighted average DSC of 1.13x for the pool basedon the reported figures. Our adjusted DSC and LTV ratio were 1.15xand 133.3%, which exclude 10 ($82.0 million, 2.9%) of thetransaction's 14 ($580.2 million, 20.7%) loans with the specialservicers. We separately estimated losses for the excludedspecially serviced loans. To date, the trust has experienced$115.8 million in principal losses relating to 11 assets. Thirty-four loans ($712.4 million, 25.4%), including three of the top 10loans in the pool, are on the master servicer's watchlist," S&Psaid.

Summary Of Top 10 Loans

"The top 10 loans have an aggregate outstanding trust balance of$1.6 billion (58.5%). Using servicer-reported numbers, wecalculated a weighted average DSC of 1.02x for the top 10 loans.Our adjusted DSC and LTV ratio for the top 10 loans were 1.08x and144.0%. Two loans ($454.9 million, 16.2%) are with the specialservicers. Three of the top loans ($364.9 million, 13.0%) in thepool are on the master servicer's watchlist," S&P said.

"The One Sansome Street loan ($139.6 million, 5.0%), the fourth-largest loan in the pool, is on the master servicer's watchlistdue to a low reported DSC, which was 0.74x for year-end 2011. Theloan is secured by 41-story, class A office building totaling562,010-sq.-ft. in the North Financial District of San Francisco,Calif. The occupancy was 70.2%, according to the November 2011rent roll," S&P said.

"The McCandless Towers loan ($116.4 million, 4.1%), the seventh-largest loan in the pool, is on the master servicer's watchlistbecause of a low reported combined DSC, which was 0.68x for thenine months ended Sept. 30, 2011. The loan is secured by two twin-story class A office buildings totaling 418,003 sq. ft. in SantaClara, Calif. The combined occupancy was 88.0%, according to theSept. 30, 2011, rent rolls," S&P said.

"The Greensboro Park loan ($108.9 million, 3.9%), the eighth-largest loan in the pool, is on the master servicer's watchlistbecause of a low reported combined DSC, which was 0.88x for thenine months ended Sept. 30, 2011. The loan is secured by two classA office buildings totaling 485,047 sq. ft. in McLean, Va. Thecombined occupancy was 73.0%, according to the Dec. 31, 2011, rentrolls. According to Wells Fargo, the loan was previouslytransferred to the special servicer on April 8, 2010, due toimminent default. An assumption by a new borrower and amodification of the loan was completed on Oct. 18, 2010. The termsof the modification included, but are not limited to, extendingthe loan's maturity to June 11, 2015. Subsequently, the loan hasbeen returned to the master servicer as a corrected mortgage," S&Psaid.

"Standard & Poor's stressed the remaining loans in the poolaccording to its current criteria, and the analysis is consistentwith the lowered and affirmed ratings," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The preliminary rating is based on information as of March 9,2012. Subsequent information may result in the assignment of finalratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

* The credit enhancement provided to the preliminary rated notes through the subordination of cash flows that are payable to the subordinated notes.

* The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread) and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation (CDO) criteria.

* The transaction's legal structure, which is expected to be bankruptcy remote.

* "Our projections regarding the timely interest and ultimate principal payments on the preliminary rated notes, which we assessed using our cash flow analysis and assumptions commensurate with the assigned preliminary ratings under various interest-rate scenarios, including LIBOR ranging from 0.34%-12.25%," S&P said.

* The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

* The transaction's reinvestment overcollateralization test, a failure of which will lead to the reclassification of excess interest proceeds that are available prior to paying uncapped administrative expenses and fees; subordinated hedge termination payments; portfolio manager incentive fees; and subordinated note payments, to principal proceeds for the purchase of additional collateral assets during the reinvestment period and to reduce the balance of the rated notes outstanding, sequentially, after the reinvestment period.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"Our rating actions reflect our analysis of the transaction,including a review of the credit characteristics of the remainingcollateral, the transaction structure, and the liquidity availableto the trust. The upgrade of class E further reflects increasedcredit enhancement, as well as the transaction's overall strongcredit metrics. Excluding five defeased loans ($15.8 million,16.2%), we calculated a weighted average debt service coverage(DSC) of 1.87x for the remaining loans in the trust based onservicer-reported figures. Our adjusted DSC and loan-to-value(LTV) ratio were 1.42x and 56.4%. We also considered the amount ofnondefeased loans maturing through year-end 2013 ($63.2 million,64.8%)," S&P said.

"The affirmed ratings reflect subordination and liquidity supportlevels that are consistent with the current ratings. We affirmedour 'AAA (sf)' rating on the class IO interest-only (IO)certificate based on our current criteria," S&P said.

Transaction Summary

As of the Feb. 16, 2012, trustee remittance report, the collateralpool balance was $97.7 million, which is 15.3% of the balance atissuance. The pool includes 21 loans, down from 139 loans atissuance. There are five fully defeased loans in the pool ($15.8million, 16.2%). The master servicer, Wells Fargo CommercialMortgage Servicing (Wells Fargo), provided financial informationfor 99.2% of the nondefeased pool balance, 27.1% of which wasfull-year 2010 data and the reminder was partial-year 2011.

According to the Feb. 16, 2012, trustee remittance report, thetransaction has experienced $39.3 million in realized losses todate from 11 assets. There are currently no loans with the specialservicer, or on the master servicer's watchlist. All of the loanshave reported DSCs greater than 1.00x.

Summary Of Top 10 Loans Secured By Real Estate

"The top 10 loans secured by real estate have an aggregateoutstanding balance of $76.4 million (78.2%). Using servicer-reported numbers, we calculated a weighted average DSC of 1.89xfor the top 10 loans. Our adjusted DSC and LTV ratio for the top10 loans are 1.41x and 56.9%. Details of the three largest loans($57.8 million, 59.1%) are as set forth," S&P said.

"he 1700 Broadway loan ($46.8 million, 47.9%) is the largest loanin the pool and is secured by a 581,354 sq.-ft. office building inNew York. The master servicer reported a DSC of 2.09x for ninemonths ended Sept. 30, 2011, and 86.6% occupancy according to theSeptember 2011 rent roll. The loan has an anticipated repaymentdate of Sept. 1, 2013," S&P said

The BJ's Wholesale Club loan ($5.8 million, 5.9%) is secured by a104,708-sq.-ft. retail property in Philadelphia and is 100%occupied by BJ's Wholesale Club. The master servicer reported aDSC of 1.35x for year-end 2010. The balloon loan and matures onOct. 1, 2013.

"tandard & Poor's stressed the remaining collateral in the poolaccording to its current criteria. The resultant creditenhancement levels are consistent with our raised and affirmedratings," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

The upgrades are due to an increase in subordination from payoffsand amortization and overall stable pool performance. The pool haspaid down 48% since securitization and 4% since last review.

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio, Moody's stressed debt service coverage ratio(DSCR) and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on our current base expected loss, thecredit enhancement levels for the affirmed classes are sufficientto maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of1.5% of the current balance. At last full review, Moody'scumulative base expected loss was also 1.5%. Moody's provides acurrent list of base expected losses for conduit and fusion CMBStransactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005,"Moody's Approach to Rating Canadian CMBS" published in May 2000,and "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the Excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on theunderlying rating of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the underlying ratinglevel, is incorporated for loans with similar credit estimates inthe same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 21, same as at Moody's prior full review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated March 23, 2011.

DEAL PERFORMANCE

As of the February 13, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 48% to $246 millionfrom $468 million at securitization. The Certificates arecollateralized by 51 mortgage loans ranging in size from less than1% to 9% of the pool, with the top ten loans representing 52% ofthe pool. Seven loans, representing 15% of the pool, have defeasedand are collateralized with Canadian Government securities,essentially the same as at last review.

Four loans, representing 13% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

The pool has not experienced any losses since securitization andcurrently there are no delinquent or specially serviced loans.

Moody's was provided with full year 2010 operating results for 75%of the performing pool. Moody's weighted average LTV is 62%compared to 63% at last full review. Moody's net cash flowreflects a weighted average haircut of 12% to the most recentlyavailable net operating income. Moody's value reflects a weightedaverage capitalization rate of 9.6%.

Moody's actual and stressed DSCRs are 1.50X and 1.90X,respectively, compared to 1.48X and 1.78X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 22% of the poolbalance. The largest loan is the Crosswinds Apartments Loan ($22.0million -- 9.0% of the pool), which is secured by a 347-unit, 26-story apartment building located in Ottawa, Ontario. The propertywas 96% leased as of October 2010 compared to 97% at last fullreview. The loan is full recourse to sponsor Shelter CanadianProperty Limited. Property performance has remained stable.Moody's LTV and stressed DSCR are 64% and 1.44X, respectively,compared to 67% and 1.37X at last full review.

The second largest loan is the Galeries des Sources Loan ($17.7million -- 7.2% of the pool), which is secured by a 330,500 squarefoot community shopping center located in Dollard-Des-Ormeaux,Quebec, a suburb of Montreal. As of the December 2010 rent roll,the property was 97% leased, compared to 99% at last review. Thelargest tenant, Petro Canada (20.9% of net rentable area (NRA)),has an upcoming lease expiration in July 2012. Althoughperformance has been stable, Moody's has stressed cash flows toreflect potential rollover risk. The loan was scheduled to maturein March 2012 but the borrower has requested a 6-month extension.The loan is full recourse to sponsor El-Ad Group Canada, Moody'sLTV and stressed DSCR are 64% and 1.73X, respectively, compared to65% and 1.70X at last full review.

The third largest loan is the Shaughnessy Station Loan ($13.1million -- 5.3% of the pool), which is secured by a 121,000 squarefoot anchored retail/office strip center located in PortCoquitlam, a suburb of Vancouver. The property was 98% leased asof December 2010 compared to 96% at last full review. The largesttenant, Canadian Tire (38% of NRA), has an upcoming leaseexpiration in June 2012. Although performance has been stable,Moody's has stressed cash flows to reflect potential rolloverrisk. DSCR are 74% and 1.45X, respectively, compared to 69% and1.57X at last review.

The Certificates are collateralized by 38 fixed rate loans securedby 77 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.57X is higher than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.18X is higher than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 90.5% is lower than the 2007conduit/fusion transaction average of 110.6%. Moody's Total LTVratio (inclusive of subordinated debt) of 96.0% is also consideredwhen analyzing various stress scenarios for the rated debt.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach.

With respect to loan level diversity, the pool's loan level(includes cross collateralized and cross defaulted loans)Herfindahl Index is 19.2. The transaction's loan level diversityis lower than the band of Herfindahl scores found in most multi-borrower transactions issued since 2009. The transaction isconcentrated relative to previously rated conduit and fusiontransactions but more diverse than previously rated large loantransactions. With respect to property level diversity, the pool'sproperty level Herfindahl Index is 26.1. The transaction'sproperty diversity profile is in-line with the indices calculatedin most multi-borrower transactions issued since 2009.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-S to mitigate the potential increasedseverity to class A-S.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.20, which is in-linewith the indices calculated in most multi-borrower transactionssince 2009.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship and diversity. Moody'sanalysis also uses the CMBS IO calculator ver1.0 which referencesthe following inputs to calculate the proposed IO rating based onthe published methodology: original and current bond ratings andcredit estimates; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type corresponding to an IO type as defined inthe published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 14%, or 23%, the model-indicated rating for the currentlyrated Super Senior Aaa classes and the rated Aaa A-S class wouldbe Aaa, Aa1; Aaa,Aa2; and Aa1, Aa2. Parameter Sensitivities arenot intended to measure how the rating of the security mightmigrate over time; rather they are designed to provide aquantitative calculation of how the initial rating might change ifkey input parameters used in the initial rating process differed.The analysis assumes that the deal has not aged. ParameterSensitivities only reflect the ratings impact of each scenariofrom a quantitative/model-indicated standpoint. Qualitativefactors are also taken into consideration in the ratings process,so the actual ratings that would be assigned in each case couldvary from the information presented in the Parameter Sensitivityanalysis.

These ratings: (a) are based solely on information in the publicdomain and/or information communicated to Moody's by the issuer atthe date it was prepared and such information has not beenindependently verified by Moody's; (b) must be construed solely asa statement of opinion and not a statement of fact or an offer,invitation, inducement or recommendation to purchase, sell or holdany securities or otherwise act in relation to the issuer or anyother entity or in connection with any other matter. Moody's doesnot guarantee or make any representation or warranty as to thecorrectness of any information, rating or communication relatingto the issuer. Moody's shall not be liable in contract, tort,statutory duty or otherwise to the issuer or any other third partyfor any loss, injury or cost caused to the issuer or any otherthird party, in whole or in part, including by any negligence (butexcluding fraud, dishonesty and/or willful misconduct or any othertype of liability that by law cannot be excluded) on the part of,or any contingency beyond the control of, Moody's, or any of itsemployees or agents, including any losses arising from or inconnection with the procurement, compilation, analysis,interpretation, communication, dissemination, or delivery of anyinformation or rating relating to the issuer.

"The raised ratings reflect our analysis of the transactionincluding a review of the credit characteristics of the remainingcollateral in the pool, the increased credit enhancement levelsdue to the deleveraging of the pool, and the liquidity availableto the trust. Our rating actions also considered the large volumeof nondefeased loans with near-term final maturity dates oranticipated repayment dates (ARDs) through June 2013 (21 loans;$26.6 million, 33.9%)," S&P said.

"Using servicer-provided financial information, we calculated anadjusted debt service coverage (DSC) of 1.59x and a loan-to-value(LTV) ratio of 50.4%. We further stressed the loan's cash flowsunder our 'AAA' scenario to yield a weighted average DSC of 1.38xand an LTV ratio of 62.0%. The DSC and LTV calculations excludethe one loan that we determined to be credit-impaired ($1.7million, 2.2%) and the six defeased loans ($15.0 million, 19.1%).We separately estimated a loss for the credit impaired loan andincluded it in our 'AAA' scenario implied default and lossseverity figures," S&P said.

Transaction Summary

As of the Feb. 15, 2012, trustee remittance report, the collateralpool balance was $78.5 million, which is 7.1% of the balance atissuance. The pool includes 40 loans, down from 323 loans atissuance. The master servicer, Berkadia Commercial Mortgage LLC,provided financial information for 93.5% of the loans in the pool:50.0% was full-year 2010 data and the remainder reflected partial-year or full-year 2011 data.

The transaction has experienced $80.1 million in principal lossesfrom 51 assets to date. Eight loans ($15.1 million, 7.7%) in thetrust are on the master servicer's watchlist. Three loans ($4.6million, 5.9%) have a reported DSC of less than 1.00x.

Summary Of Top 10 Loans Secured By Real Estate

"The top 10 loans secured by real estate have an aggregateoutstanding balance of $41.1 million (52.3%). Using servicer-reported numbers, we calculated a weighted average DSC of 1.72xfor the top 10 loans. Our adjusted DSC and LTV ratio for the top10 loans, are 1.64x and 50.4%. Two of the top 10 loans ($9.1million, 11.5%) are on the master servicer's watchlist," S&P said.

The Van Dorn Station loan, ($6.9 million, 8.8%), is secured by a74,464-sq.-ft. retail center in Alexandria, Va. The loan is onBerkadia's watchlist due to decreasing occupancy. Occupancydeclined 35.0% when Comcast vacated when its lease expired Dec.31, 2010. The reported DSC was 1.88x for the nine months endedSept. 30, 2011, and occupancy was 55.0% based on the June 30,2011, rent roll provided.

The Market & Noe Center loan ($2.2 million, 2.8%), is secured by a20,092-sq.-ft. retail center in San Francisco. The loan is onBerkadia's watchlist due to low occupancy. Occupancy declined inlate 2006 when Tower Records, which occupied 72% of gross leasablearea (GLA), vacated after filing for bankruptcy. Berkadia hasinformed us that CVS has signed a lease for 9,499 sq. ft.and iswaiting for city approval for parking. Berkadia anticipates thatthe city approval process will be completed in April or May 2012.

Credit Considerations

As of the Feb. 15, 2012, trustee remittance report, none of theloans in the pool were with the special servicer, LNR PartnersInc.

"We determined the Home Sweet Home loan ($1.7 million, 2.2%) to becredit-impaired. This loan is secured by a 57-bed assisted-livingfacility in Colma, Calif. The payment status is 30 days delinquentand, according to the master servicer's watchlist notes, theborrower has expressed financial difficulty operating theproperty. The borrower has been unresponsive to the masterservicer's multiple requests for updated financial information.Given the preceding, we view this loan to be at an increased riskof default and loss," S&P said.

"Standard & Poor's stressed the remaining collateral in the poolaccording to its current criteria. The resultant creditenhancement levels are consistent with our raised and affirmedratings," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

"We withdrew the rating following the termination of the notes,"S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

According to Moody's, the rating action taken results primarilyfrom the deleveraging of the notes.

Since the last rating action in July 2010, the Class-A-1 MM noteswas paid down by $9.2 million, representing 86% of outstandingbalance. The Class A-2 overcollateralization ratio, as calculatedby Moody's, is currently at 104.6%. As of the last payment date,both interest proceeds and principal proceeds are being divertedto pay down the principal balance of the Class A-1 MM Notes due tothe Class A/B and Class C overcollateralization tests failures.Based on the February 2012 Trustee report, the Class A/B and ClassC overcollateralization ratios are 58.7% and 50.5%, respectively.

The principal methodology used in this rating was "Moody'sApproach to Rating SF CDOs" published in November 2010.

Moody's applied the Monte Carlo simulation framework withinCDOROMv2.8 to model the loss distribution for SF CDOs. Within thisframework, defaults are generated so that they occur with thefrequency indicated by the adjusted default probability pool (thedefault probability associated with the current rating multipliedby the Resecuritization Stress) for each credit in the reference.Specifically, correlated defaults are simulated using a normal (or"Gaussian") copula model that applies the asset correlationframework. Recovery rates for defaulted credits are generated byapplying within the simulation the distributional assumptions,including correlation between recovery values. Together, thesimulated defaults and recoveries across each of the Monte Carloscenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,each collateral loss scenario derived through the CDOROM lossdistribution is associated with the interest and principalreceived by the rated liability classes via the CDOEdge cash-flowmodel . The cash flow model takes into account the following:collateral cash flows, the transaction covenants, the priority ofpayments (waterfall) for interest and principal proceeds receivedfrom portfolio assets, reinvestment assumptions, the timing ofdefaults, interest-rate scenarios and foreign exchange risk (ifpresent). The Expected Loss (EL) for each tranche is the weightedaverage of losses to each tranche across all the scenarios, wherethe weight is the likelihood of the scenario occurring. Moody'sdefines the loss as the shortfall in the present value of cashflows to the tranche relative to the present value of the promisedcash flows. The present values are calculated using the promisedtranche coupon rate as the discount rate. For floating ratetranches, the discount rate is based on the promised spread overLibor and the assumed Libor scenario.

In addition to the quantitative factors that are explicitlymodeled, qualitative factors are part of rating committeeconsiderations. These qualitative factors include the structuralprotections in each transaction, the recent deal performance inthe current market environment, the legal environment, specificdocumentation features, the collateral manager's track record, andthe potential for selection bias in the portfolio. All informationavailable to rating committees, including macroeconomic forecasts,input from other Moody's analytical groups, market factors, andjudgments regarding the nature and severity of credit stress onthe transactions, may influence the final rating decision.

Moody's rating action today factors in a number of sensitivityanalyses and stress scenarios, discussed below. Results are shownin terms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss, assuming that all other factors are held equal:

Moody's Caa Assets notched up by 2 rating notches:

Class A-1 MM: 0

Class A-2: 0

Moody's Caa Assets notched down by 2 rating notches:

Class A-1 MM: -1

Class A-2: 0

Further information on Moody's analysis of this transaction isavailable on www.moodys.com

According to Moody's, the rating actions taken on the notes areprimarily the result of an increase in the assumed defaultedamount in the underlying portfolio which has resulted in loss ofthe transaction's principal coverage since the last rating actionin December 2009.

Notwithstanding the loss of principal coverage, Class A-1 notescontinue to benefit from the diversion of excess interest which isused to pad down the principal balance of the notes. Moody'sexpects the Class A-1 notes to continue to benefit from thediversion of excess interest in the medium term.

Due to the impact of revised and updated key assumptionsreferenced in Moody's rating methodology, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, Moody's Asset Correlation, and weighted average recoveryrate, may be different from the trustee's reported numbers. In itsbase case, Moody's analyzed the underlying collateral pool to havea performing par of $315.8 million, defaulted/deferring par of$156.2 million, a weighted average default probability of 28.01%(implying a WARF of 1364), Moody's Asset Correlation of 20.46%,and a weighted average recovery rate upon default of 9.54%. Inaddition to the quantitative factors that are explicitly modeled,qualitative factors are part of rating committee considerations.Moody's considers the structural protections in the transaction,the risk of triggering an Event of Default, recent dealperformance under current market conditions, the legalenvironment, and specific documentation features. All informationavailable to rating committees, including macroeconomic forecasts,inputs from other Moody's analytical groups, market factors, andjudgments regarding the nature and severity of credit stress onthe transactions, may influence the final rating decision.

The portfolio of this CDO is mainly comprised of trust preferredsecurities (TruPS) issued by small to medium sized U.S. communitybanks and insurance companies that are generally not publiclyrated by Moody's. To evaluate the credit quality of bank TruPSwithout public ratings, Moody's uses RiskCalc model, aneconometric model developed by Moody's KMV, to derive their creditscores. Moody's evaluation of the credit risk for a majority ofbank obligors in the pool relies on FDIC financial data receivedas of Q3-2011. For insurance TruPS without public ratings, Moody'srelies on the insurance team and the underlying insurance firms'annual financial reporting to assess their credit quality. Moody'salso evaluates the sensitivity of the rated transaction to thevolatility of the credit estimates, as described in Moody's RatingImplementation Guidance "Updated Approach to the Usage of CreditEstimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody'sApproach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8 todevelop the default distribution from which the Moody's AssetCorrelation parameter was obtained. This parameter was then usedas an input in a cash flow model using CDOEdge. CDOROM v.2.8 isavailable on moodys.com under Products and Solutions -- Analyticalmodels, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the resultsto certain key factors driving the ratings. Moody's analyzed thesensitivity of the model results to changes in the portfolio WARF(representing an improvement or a deterioration in the creditquality of the collateral pool), assuming that all other factorsare held equal. If the WARF is increased by 409 points from thebase case of 1364, the model-implied rating of the Class A-1 notesis one notch worse than the base case result. Similarly, if theWARF is decreased by 243 points, the model-implied rating of theClass A-1 notes is one notch better than the base case result.

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as Moody's outlook on the bankingsector remains negative, although there have been some recentsigns of stabilization. The pace of FDIC bank failures continuesto decline in 2012 compared to 2011, 2010 and 2009, and some ofthe previously deferring banks have resumed interest payment ontheir trust preferred securities. Moody's outlook on the insurancesector is stable.

PREMIUM LOAN I: S&P Affirms Class X Note Rating at 'B'; Off Watch-----------------------------------------------------------------Standard & Poor's Ratings Services lowered its rating on the classD notes from Premium Loan Trust I Ltd., a collateralized loanobligation (CLO) transaction backed by corporate loans. NeubergerBerman Inc. manages the transaction. "At the same time, we removedthe affected rating from CreditWatch with negative implications,where we had placed them on Dec. 20, 2011. We affirmed the fourother ratings in the transaction and removed three of them fromCreditWatch with negative implications," S&P said.

"The downgrade to class D was due to the transaction's defaultedasset amount increasing to 11.88% as of the January 2012 trusteereport, which we used in our current analysis, from 8.63%according to the October 2009 monthly report, which we used forour December 2009 actions. Over the same time period, thetrustee's total amount of assets decreased to $42.18 million from$124.68 million. This decrease in credit support increased thelikelihood that the class D notes may not receive their fullprincipal," S&P said.

"In addition, due to an overcollateralization ratio feature thatcarries discounted assets at the lower of the market value and thepurchase price of the underlying loans, the class Aovercollateralization ratio fell below 103% in October 2008, whichtriggered an event of default. Due to the failure of the class Aovercollateralization test, all waterfall payments afteradministrative expense are currently being used to pay down theclass A notes as of the November 2008 notice of acceleration,which is causing the deferment of payments to the subordinatenotes. The class A notes have paid down approximately 95.58% oftheir original balance," S&P said.

"Standard & Poor's will continue to review whether, in its view,the ratings currently assigned to the notes remain consistent withthe credit enhancement available to support them and take ratingactions as we deem necessary," S&P said.

PRIMA CAPITAL: Moody's Affirms Rating on Class H Notes at 'B2'--------------------------------------------------------------Moody's Investors Service has upgraded two and affirmed fiveclasses of Prima Capital CDO 2005-1, Ltd. Collateralized DebtObligations ("Prima 2005-1"). The upgrades are due to increasedovercollateralization due to the full amortization of pool assetsand improved overall asset pool performance. The affirmations aredue to the key transaction parameters performing within levelscommensurate with the existing ratings levels. The rating actionis the result of Moody's on-going surveillance of commercial realestate collateralized debt obligation (CRE CDO and Re-Remic)transactions.

Prima 2005-1 is a static CRE CDO transaction backed by aportfolio, commercial mortgage backed securities (CMBS) (57.9% ofthe pool balance), whole loans (32.4%), and B-Notes (9.7%). As ofthe February 21, 2012 Trustee report, the aggregate Note balanceof the transaction has decreased to $103.0 million from $406.6million at issuance, with the paydown now directed to the Class BNotes (Class A Notes have fully amortized).

As of the of the February 21, 2012 Trustee report, there are nodefaulted or impaired assets in the underlying collateral pool ofthe transaction.

Moody's has identified the following parameters as key indicatorsof the expected loss within CRE CDO transactions: WARF, weightedaverage life (WAL), weighted average recovery rate (WARR), andMoody's asset correlation (MAC). These parameters are typicallymodeled as actual parameters for static deals and as covenants formanaged deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated credit estimates for the non-Moody'srated assets. The bottom-dollar WARF is a measure of the defaultprobability within a collateral pool. The current bottom-dollarWARF is 1,837 compared to 1,970 at last review. Moody's modeled abottom-dollar WARF of 1,285 compared to 1,869 at last review. Thedistribution of current ratings and credit estimates is asfollows: Aaa-Aa3 (46.1% compared to 51.5% at last review), A1-A3(16.4% compared to 4.9% at last review), Baa1-Baa3 (4.1% comparedto 6.0% at last review), Ba1-Ba3 (15.4% compared to 17.3% at lastreview), B1-B3 (2.5% compared to 5.0% at last review), and Caa1-C(15.5% compared to 15.3% at last review).

WAL acts to adjust the probability of default of the assets in thepool for time. Moody's modeled to a WAL (excluding defaultedcollateral )of 4.0 years, same as at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR(excluding defaulted collateral ) of 39.4% compared to 51.2% atlast review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 8.0%, compared to 2.5% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from39.4% to 29.4% or up to 49.4% would result in average ratingmovement on the rated tranches of 0 to 2 notches downward and 0 to2 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The upgrades are due to increased credit support due to loanpayoffs, amortization and future paydowns expected to impact thecertificates.

The affirmation of Class M is due to key parameters, includingMoody's loan to value (LTV) ratio, Moody's stressed debt servicecoverage ratio (DSCR) and the Herfindahl Index (Herf), remainingwithin acceptable ranges. Based on the rating agency's currentbase expected loss, the credit enhancement levels for the affirmedclasses are sufficient to maintain their current ratings. Therating of the IO Class, Class X, is consistent with the expectedcredit performance of the pool and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of18% of the current balance. At last review, Moody's cumulativebase expected loss was 15%. While the percentage has gone up, theactual dollar amount of base expected loss has gone down, due tothe offset from pay downs and amortization. Realized losses haveincreased from 2.7% of the original balance to 2.9% since theprior review. Moody's provides a current list of base losses forconduit and fusion CMBS transactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012, and "Moody's Approach toRating CMBS Large Loan/Single Borrower Transactions" published inJuly 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the credit estimate level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator version1.0, which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator version1.0 would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 6 compared to 10 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.2 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R)(Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release datedMarch 24, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 95% to $42.2million from $816 million at securitization. The Certificates arecollateralized by 12 mortgage loans ranging in size from less than1% to 25% of the pool, with the top ten non-defeased loansrepresenting 45% of the pool. One loan, representing 4% of thepool, has defeased and is secured by U.S. Government securities.

Two loans, representing 30% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Twenty-one loans have been liquidated from the pool, resulting ina realized loss of $24 million (21.5% loss severity). Currentlythree loans, representing 46% of the pool, are in specialservicing. Moody's estimates an aggregate $7 million loss for thespecially serviced loans (35% expected loss on average).

Moody's has assumed a high default probability for one poorlyperforming loan representing 5% of the pool and has estimated a$300,000 loss (15% expected loss based on a 50% probabilitydefault) from these troubled loans.

Moody's was provided with full year 2010 operating results for100% of the pool. Excluding specially serviced and troubled loans,Moody's weighted average LTV is 77% compared to 71% at Moody'sprior review. Moody's net cash flow reflects a weighted averagehaircut of 8% to the most recently available net operating income.Moody's value reflects a weighted average capitalization rate of9.0%.

Excluding special serviced and troubled loans, Moody's actual andstressed DSCRs are 1.13X and 1.69X, respectively, compared to1.29X and 1.62X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three performing conduit loans represent 38% of the poolbalance. The largest loan is Aberfeldy Portfolio Center Loan($10.6 million -- 25% of the pool), which is secured by a six-building portfolio totaling 481,901 SF of office, retail andwarehouse space located in various Texas cities. Performance hasfluctuated since securitization due to lease rollovers. Theportfolio was 90% leased as of September 2011. The borrower isexpected to pay off the loan in full within the next month.Moody's LTV and stressed DSCR are 97% and 1.16X, respectively,compared to 83% and 1.42X at last review.

The downgrades are due to higher expected losses for the poolresulting from realized and anticipated losses from speciallyserviced and troubled loans and higher credit quality dispersion.

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio, Moody's stressed debt service coverage ratio(DSCR) and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on our current base expected loss, thecredit enhancement levels for the affirmed classes are sufficientto maintain their current ratings.

Moody's rating action reflects a cumulative base expected loss of2.3% of the current balance. At last full review, Moody'scumulative base expected loss was 1.6%. Moody's provides a currentlist of base expected losses for conduit and fusion CMBStransactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005,"Moody's Approach to Rating Canadian CMBS" published in May 2000,and "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the Excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on theunderlying rating of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the underlying ratinglevel, is incorporated for loans with similar credit estimates inthe same transaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 26 compared to 27 at Moody's prior full review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R)(Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release datedMarch 31, 2011.

DEAL PERFORMANCE

As of the February 13, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 32% to $420.9million from $622.03 million at securitization. The Certificatesare collateralized by 64 mortgage loans ranging in size from lessthan 1% to 8% of the pool, with the top ten loans representing 52%of the pool. Four loans, representing 2.4% of the pool, havedefeased and are collateralized with Canadian Governmentsecurities. Four loans, representing 14% of the pool, haveinvestment grade credit estimates.

Seventeen loans, representing 31% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Two loans have been liquidated from the pool since securitization,resulting in an aggregate $145 thousand loss (3% loss severity onaverage). Currently two loans, representing 3% of the pool, are inspecial servicing. Moody's has estimated an aggregate loss of $1.8million (20% expected loss on average) for the specially servicedloans. The largest specially serviced loan is the Duncan Mill Roadloan ($8.88 million -- 2.1% of the pool), which is secured by a173,000 square foot (SF) office building located in Toronto,Ontario. The loan transferred into special servicing in June 2010due to reserve and property tax arrears and property maintenanceissues. As of December 2011, the property was 40% leased comparedto 46% at last review.

Moody's has assumed a high default probability for two poorlyperforming loans representing 2% of the pool and has estimated a$846 thousand loss (12% expected loss based on a 50% probabilitydefault) from these troubled loans.

Moody's was provided with full year 2010 operating results for 90%of the performing pool. Excluding specially serviced and troubledloans, Moody's weighted average LTV is 84% compared to 86% at lastfull review. Moody's net cash flow reflects a weighted averagehaircut of 12% to the most recently available net operatingincome. Moody's value reflects a weighted average capitalizationrate of 9.4%.

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.41X and 1.28X, respectively, compared to1.41X and 1.25X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The largest loan with a credit estimate is the SRI Portfolio Loan($22.0 million -- 5.2% of the pool), which is secured by 124stand-alone restaurants totaling 424,589 SF and located in sevenprovinces. The loan is also encumbered by a $10 million B-notewhich is held outside the trust. The loan's maturity date ofFebruary 2012 was extended to February 2013. The properties aresubject to eight 15-year master leases which expire in 2017 and2018. The loan is on the master servicer's watchlist due to PriszmBrandz (40% of leased properties) filing for Companies' CreditorsArrangement Act. However, the loan is full recourse to sponsorScott's REIT. Moody's current credit estimate and stressed DSCRare Aaa and 4.50X, respectively, compared to Aaa and 4.47X atMoody's last review.

The second loan with a credit estimate is the Toronto CongressCentre Loan ($16.7 million -- 4.0% of the pool), which is securedby a 500,000 SF convention center located in Mississauga, Ontario.The property is 100% leased to an affiliate of the borrowerthrough December 2018. Property performance has improved sincelast review. The loan is full recourse to sponsor SofincoProperties Inc. Moody's current credit estimate and stressed DSCRare Aa3 and 1.65X, respectively, compared to Aa3 and 1.50X atMoody's last review.

The third loan with a credit estimate is the 1849 Yonge StreetLoan ($13.1 million -- 3.1% of the pool), which is secured by a97,125 SF office building located in downtown Toronto. Theproperty's tenant roster predominantly consists of medical officetenants and was 92% leased as of March 2011, the same as at lastreview. Property performance has remained stable. The loan is fullrecourse to sponsor Healthcare Properties Holdings. Moody'scurrent credit estimate and stressed DSCR are Baa3 and 1.5X,respectively, the same as at last review.

The fourth loan with a credit estimate is the Jutland Road Loan($6.0 million -- 1.4% of the pool), which is secured by an 87,908SF office building located in Victoria, British Columbia. Ninetypercent of the net rentable area (NRA) is leased to agencies ofthe Canadian government through 2014. As of December 2010, theproperty was 100% leased, the same as at last review. Propertyperformance has remained stable. The loan is full recourse tosponsor Jawl Holdings. Moody's current credit estimate andstressed DSCR are Baa1 and 1.87X, respectively, compared to Baa1and 1.81X at Moody's last review.

The top three conduit loans represent 21% of the pool balance. Thelargest conduit loan is the AMEC Building Loan ($32.5 million --7.7% of the pool), which is secured by a 222,291 SF Class A officebuilding located in downtown Vancouver. AMEC, a projectmanagement/consulting firm, leases 63% of the NRA extended itslease maturity from 2015 to 2020. As of December 2010, theproperty was 100% leased, the same as at last review. Propertyperformance has remained stable. The loan is full recourse tosponsor Morguard REIT. Moody's LTV and stressed DSCR are 65% and1.42X, respectively, compared to 67% and 1.37X at last review.

The second largest loan is the Kitchener Portfolio Loan ($27.6million -- 6.6% of the pool), which is secured by two officeproperties totaling 400,219 SF and located in Kitchener, Ontario.As of October 2010, the properties were 94% leased, the same as atlast review. Property performance has declined since last reviewdue higher expenses. However, the loan is benefitting fromamortization and is full recourse to sponsor The Cora Group.Moody's LTV and stressed DSCR are 65% and 1.57X, respectively,compared to 70% and 1.46X at last review.

The third largest loan is the InnVest Portfolio Loan ($27.6million -- 6.6% of the pool), which is secured by four Radissonhotels totaling 707 rooms and located in four distinct markets.The loans, with the exception of Radisson Kitchener, are on themaster servicer's watchlist due to DSCR falling below CREFC'sthreshold as a result of declining revenue from decreasedoccupancy. However, performance has improved slightly since lastreview. The hotel's occupancy rate and revenue per available room(RevPAR) for calendar year 2010 were 56% and $61, respectively,compared to 55% and $59 for 2009. Moody's LTV and stressed DSCRare 111% and 1.12X, respectively, compared to 114% and 1.09X atlast review.

"The rating actions follow our performance review of thetransaction and reflect a relatively positive rating migration ofthe underlying portfolio since our December 2009 rating actions,when we lowered our ratings on five classes. Since our December2009 rating actions, we have observed a significant decrease indefaulted assets due to the sale or reclassification of defaultedassets into 'CCC' or higher rating categories. As of the January2012 trustee report, the transaction held no defaulted assets,compared with $19.6 million noted in the November 2009 report,which we referenced for our December 2009 rating actions. Overthis same time period, the amount of assets with ratings in the'CCC' range has decreased to $21.3 million from $43.9 million,"S&P said.

"The transaction's overcollateralization (O/C) ratios haveimproved since November 2009 on average by approximately 1.9%.Other positive factors in our analysis include reduced weighted-average life and increased weighted-average spread, following thecontinuous reinvestment of redemption proceeds into assets thatpay greater margins," S&P said.

The transaction is still in its reinvestment period and all of therated classes have their original principal balances outstanding,except class X, which has paid down to 30% of its originalbalance.

"We affirmed our ratings on the class A-1L, A-1LV, and X notes toreflect the availability of credit support at the current ratinglevels," S&P said.

"We will continue to review our ratings on the notes and assesswhether, in our view, the ratings remain consistent with thecredit enhancement available to support them and take ratingactions as we deem necessary," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

GMAC-RFC's master servicing portfolio totaled 510,055 loans for anunpaid principal balance of approximately $70.8 billion as of July31, 2011. This is less than half of the peak volume reached by thecompany in 2007. As a master servicer, the company oversees 39primary servicers and one special servicer. GMAC Mortgage as aprimary servicer comprises approximately 84% of GMAC-RFC's masterservicing portfolio.

Since the prior review, GMAC-RFC implemented Blackline, a web-based account reconciliation tool which enhanced the company'sreconciliation tracking and reporting, and serves as thecentralized repository for reconciliation data.

The company also has enhanced its servicer compliance audit toinclude a review of primary servicers' notary and authorizedsigner processes in their foreclosure areas, and sent notices toservicers to inquire regarding their foreclosure reviews andaction plans in addressing the regulators' consent orders.

GMAC-RFC's corporate parent, Residential Capital LLC (ResCap),continues to face a difficult market environment that placesfinancial stress on the operations of its servicing subsidiaries.This, combined with the company's reliance on Ally Financial Inc.(Ally) for ongoing financial support and the uncertainty regardingthe future of ResCap, continues to negatively impact GMAC-RFC'sbusiness strength assessment and overall SQ rating.

Ally and ResCap are rated B1 and Ca, respectively, for seniorunsecured debt. GMAC-RFC is a residential mortgage masterservicing subsidiary of Residential Capital LLC, which is a whollyowned subsidiary of Ally Financial Inc.

The previous rating action for GMAC-RFC's SQ rating occurred onFebruary 24, 2011. At that time, Moody's affirmed GMAC-RFC'sservicer quality rating of SQ3+ as a Master Servicer.

Moody's SQ ratings represent its view of a servicer's ability toprevent or mitigate asset pool losses across changing markets. Therating scale ranges from SQ1 (strong) to SQ5 (weak). Whereappropriate, a "+" or "-" modifier will be appended to therelevant rating to indicate a servicer's relative servicingquality within a particular category.

The methodology used in this rating was "Moody's Methodology forU.S. RMBS Master Servicer Quality Ratings" published in March2009.

Other factors used in this rating are described in "Moody'sApproach to Rating Residential Mortgage Servicers" published inJanuary 2001 and "Updated Moody's Servicer Quality Rating Scaleand Definitions" published in May 2005.

The review for possible upgrade is prompted mainly by an amendmentof the transaction's documents that increased the target paritylevel from 103% to 117%. Although as of the latest reporting dateas of September 30, 2011, total parity was 119%, excess cash couldbe released out of the trust with the consent of the bond insurerto reduce total parity to the required level of 103%. Because ofthe amendment, total parity must be maintained at 117%, whichincreased overcollateralization (i.e., total assets minus totalliabilities, divided by total assets) from 2.9% to 14.5%.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

SANTANDER 2012-2: Moody's Assigns '(P)Ba2' Rating to Class E Notes------------------------------------------------------------------Moody's Investors Service has assigned provisional ratings to thenotes to be issued by Santander Drive Auto Receivables Trust 2012-2 (SDART 2012-2). This is the second public subprime transactionof the year for Santander Consumer USA Inc. (SCUSA).

The complete rating actions are as follows:

Issuer: Santander Drive Auto Receivables Trust 2012-2

Cl. A-1, Assigned (P)P-1 (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. B, Assigned (P)Aa1 (sf)

Cl. C, Assigned (P)Aa3 (sf)

Cl. D, Assigned (P)Baa2 (sf)

Cl. E, Assigned (P)Ba2 (sf)

Ratings Rationale

Moody's said the ratings are based on the quality of theunderlying auto loans and their expected performance, the strengthof the structure, the availability of excess spread over the lifeof the transaction, and the experience and expertise of SCUSA asservicer.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. Auto Loan-Backed Securities," published inMay 2011.

Moody's median cumulative net loss expectation for the SDART 2012-2 pool is 15.0% and the Aaa level is 46%. The loss expectation wasbased on an analysis of SCUSA's portfolio vintage performance aswell as performance of past securitizations, and currentexpectations for future economic conditions.

The Assumption Volatility Score for this transaction is Low/Mediumversus a Medium for the sector. This is driven by the a Low/Mediumassessment for Governance due to the presence of a highly ratedparent, Banco Santander (Aa3 RUR for possible downgrade/P-1), inaddition to the size and strength of SCUSA's servicing platform.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If the net loss used indetermining the initial rating were changed to 18.5%, 26% or 29%,the initial model output for the Class A notes might change fromAaa to Aa1, A1, and Baa1, respectively. If the net loss used indetermining the initial rating were changed to 15.5%, 19.5% or22.5%, the initial model output for the Class B notes might changefrom Aa1 to Aa2, A2, and Baa2, respectively. If the net loss usedin determining the initial rating were changed to 15.25%, 16.5% or20%, the initial model output for the Class C notes might changefrom Aa3 to A1, Baa1, and Ba1, respectively. If the net loss usedin determining the initial rating were changed to 15.25%, 17.5% or20%, the initial model output for the Class D notes might changefrom Baa2 to Baa3, Ba3, and B3 respectively. If the net loss usedin determining the initial rating were changed to 15.25%, 16.5% or18.5%, the initial model output for the Class E notes might changefrom Ba2 to Ba3, B3, and Parameter Sensitivities are not intended to measure how the ratingof the security might migrate over time, rather they are designedto provide a quantitative calculation of how the initial ratingmight change if key input parameters used in the initial ratingprocess differed. The analysis assumes that the deal has not aged.Parameter Sensitivities only reflect the ratings impact of eachscenario from a quantitative/model-indicated standpoint.Qualitative factors are also taken into consideration in theratings process, so the actual ratings that would be assigned ineach case could vary from the information presented in theParameter Sensitivity analysis.

The preliminary ratings are based on information as of March 12,2012. Subsequent information may result in the assignment of finalratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

* The availability of 49.74%, 43.52%, 34.54%, 29.13%, and 24.83% of credit support for the class A, B, C, D, and E notes based on stress cash flow scenarios (including excess spread), which provide coverage of more than 3.5x, 3.0x, 2.3x, 1.75x, and 1.6x S&P's 12.00%-13.50% expected cumulative net loss.

* The timely interest and principal payments made under stress cash flow modeling scenarios appropriate to the assigned preliminary ratings.

* "Our expectation that under a moderate ('BBB') stress scenario, all else being equal, our ratings on the class A, B, and C notes will remain within one rating category of the assigned ratings during the first year, and our ratings on the class D, and E notes will remain within two rating categories of the assigned ratings, which is within the outer bounds of our credit stability criteria," S&P said.

* The originator/servicer's history in the subprime/specialty auto finance business.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

SEAWALL 2007-2: Moody's Cuts Rating on Class C Notes to 'Ba1'-------------------------------------------------------------Moody's has affirmed the ratings of four classes of Notes anddowngraded the ratings of one class of Notes issued by Seawall2007-2. The downgrade is due to greater distribution in theunderlying collateral into lower rated categories despite Moody'sweighted average rating factor (WARF) being the same as at lastrevie. The affirmation is due to key transaction parametersperforming within levels commensurate with the existing ratingslevels. The rating action is the result of Moody's on-goingsurveillance of commercial real estate collateralized debtobligation (CRE CDO Synthetic) transactions.

Seawall 2007-2. is a static synthetic CRE CDO transaction backedby a portfolio of commercial mortgage backed securities referenceobligations(CMBS) (100.0% of the pool balance). As of the February27, 2012 Trustee report, the aggregate Note balance of thetransaction is $1.0 billion, the same as at issuance.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated credit estimates for the non-Moody'srated reference obligations. The bottom-dollar WARF is a measureof the default probability within a reference pool. Moody'smodeled a bottom-dollar WARF of 6 compared to 6 at last review.The distribution of current ratings and credit estimates is asfollows: Aaa-Aa3 (98.0% compared to 100.0% at last review) and A1-A3 (2.0% compared to 0.0% at last review).

WAL acts to adjust the probability of default of the referenceobligations in the pool for time. Moody's modeled to a WAL of 4.4years compared to 4.9 at last review.

WARR is the par-weighted average of the mean recovery values forthe reference obligations in the pool. Moody's modeled a variableWARR of 74.0% compared to 74.1% at last review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 55.9% compared to 58.8% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in ratings changes. Holding all other key parametersstatic, changing the ratings down one notch would result inaverage rating movement on the rated tranches of 0 to 3 notchesdownward, while changing the ratings up one notch would result inaverage rating movement on the rated tranches 1 to 2 notchesupward, respectively.

The methodologies used in these ratings were "Moody's Approach toRating SF CDOs" published in November 2010, "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February.

The rating withdrawal follows the complete redemption of the notespursuant to the redemption notice received March 5, 2012.

Standard & Poor's 17g-7 Disclosure Report

Sec Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"The upgrades reflect an increase in the credit support to thenotes at their prior rating levels. In addition to the underlyingcollateral's stronger credit quality, the transaction had fewerdefaults than when we lowered our ratings on all the notes inDecember 2009 following the application of our September 2009corporate collateralized debt obligation (CDO) criteria," S&Psaid.

"Based on the February 2012 monthly trustee report, thetransaction has $15.79 million in 'CCC' rated collateral, downfrom $41.82 million reported in the November 2009 monthly trusteereport, which we used for our December 2009 rating actions. Thisimproved the transaction's credit quality, which increased thecredit cushion available to the notes at their prior ratinglevels," S&P said.

"In addition, the trustee reports that the transaction, which isstill in its reinvestment period, currently has $277,536 indefaults, down from $12.89 million in November 2009. Since thattime, the transaction has sold many of the defaulted assets atprices that were higher than our assumed recovery rates, whichcontributed to an improvement in the transaction'sovercollateralization (O/C) tests," S&P said.

The transaction documents require a supplemental diversion test tobe measured at the class C O/C level during the CLO's reinvestmentperiod. When triggered, the transaction diverts the availableinterest proceeds subject to a maximum of either the required cureamount or 50% of the available interest proceeds towardreinvestment. The CLO was failing this test in November 2009 at104.91% (the minimum requirement was 105.03%) and effectivelydiverted funds toward reinvestment. The transaction is currentlypassing this test.

The lower level of defaults and the increase in reinvestmentscontributed to an improvement in the O/C ratios; the trusteereported these O/C ratios in the February 2012 monthly report:

* The class A O/C ratio was 118.35%, compared with a reported ratio of 116.80% in November 2009;

* The class B O/C ratio was 111.89%, compared with a reported ratio of 110.43% in November 2009; and

* The class C O/C ratio test was 106.29%, compared with a reported ratio of 104.91% in November 2009.

"We raised our ratings on the class A-2, A-3, B, and C due to anincrease in their credit support. The obligor concentrationsupplemental test (which is part of our criteria for ratingcorporate CDO transactions) affected our rating of the class Cnotes," S&P said.

"The affirmation on the class A-1 notes reflects our opinion thatthe credit support available at the current rating level issufficient," S&P said.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

"The upgrades reflect improved performance in the deal'sunderlying asset portfolio and an increase in the credit supportavailable to the notes since we lowered our ratings on all theclasses in March 2010, following the application of our September2009 corporate collateralized debt obligation (CDO) criteria," S&Psaid.

"As of the February 2012 trustee report, the transaction's assetportfolio had $3.510 million in defaulted assets, down from$15.435 million in the January 2010 trustee report, which we usedfor the analysis in the March 2010 rating actions. Many of thedefaults were sold at prices higher than the assumed recoveryrates, which contributed to an improvement in the transaction'sovercollateralization (O/C) tests," S&P said.

The transaction's O/C ratios have increased since January 2010.The trustee reported the O/C ratios in the February 2012 monthlyreport:

* The class A-2L O/C ratio was 124.95%, compared with a reported ratio of 123.07% in January 2010;

* The class A-3L O/C ratio was 116.26% compared with a reported ratio of 114.52% in January 2010;

* The class B-1L O/C ratio was 109.69%, compared with a reported ratio of 108.05% in January 2010; and

* The class B-2L O/C ratio was 104.38%, compared with a reported ratio of 102.82% in January 2010.

"The obligor concentration supplemental test (which is part of ourcriteria for rating corporate CDO transactions) affected ourrating of the class B-2L notes. We affirmed our ratings on theclass A-1LA, A-1LB, and A-1LR notes to reflect the credit supportavailable at the current rating levels," S&P said.

Standard & Poor's will continue to review whether, in its opinion,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

US CAPITAL: Moody's Raises Ratings on Two Note Classes to 'Caa3'----------------------------------------------------------------Moody's Investors Service has downgraded the rating on thefollowing notes issued by US Capital Funding II, Ltd.:

According to Moody's, the rating downgrade action taken onMarch 9 are primarily the result of an increase in the defaultedamount in the underlying portfolio, which has resulted in loss ofovercollateralization for the Class A and B notes since the lastrating action in March 2009.

Moody's notes that the assumed defaulted amount increased to $61million from $32 million since the last rating action. Based onthe latest trustee report dated January 2012, the Senior PrincipalCoverage Test and the Senior Subordinate Coverage Test arereported at 152.65% (limit 125.00%) and 89.90% (limit 103.60%),respectively, versus February 2009 trustee reported levels of157.08% and 100.91%.

Moody's upgrade actions on the Class B-1 and B-2 notes take intoconsideration the non-PIKable nature of the notes, the risk of thetransaction triggering an Event of Default ("EoD"), and the votingmechanisms for remedies that can be pursued following an EoD.Moody's notes that a default in the payment of interest to theClass B-1 and B-2 notes will constitute an EoD. While the risk oftriggering an EoD over the life of the transaction has increased,any post-EOD remedies require the consent of 66 2/3% of theAggregate Principal Amount of each class of the Senior Notes andSenior Subordinated Notes voting separately. Moody's believes thatthe likelihood of acceleration of the notes as a post-EOD remedyis remote due to the voting requirements for acceleration. This iscredit positive for the Class B-1 and B-2 notes, because theacceleration waterfall would divert all interest and principalproceeds to first pay the Class A-1 and A-2 notes sequentially.

Due to the impact of revised and updated key assumptionsreferenced in Moody's rating methodology, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, Moody's Asset Correlation, and weighted average recoveryrate, may be different from the trustee's reported numbers. In itsbase case, Moody's analyzed the underlying collateral pool to havea performing par of $237.5 million, defaulted/deferring par of$61million, a weighted average default probability of 25.65%(implying a WARF of 1247), Moody's Asset Correlation of 17.67%,and a weighted average recovery rate upon default of 10%. Inaddition to the quantitative factors that are explicitly modeled,qualitative factors are part of rating committee considerations.Moody's considers the structural protections in the transaction,the risk of triggering an EoD, recent deal performance undercurrent market conditions, the legal environment, and specificdocumentation features. All information available to ratingcommittees, including macroeconomic forecasts, inputs from otherMoody's analytical groups, market factors, and judgments regardingthe nature and severity of credit stress on the transactions, mayinfluence the final rating decision.

US Capital Funding II, Ltd., issued on June 24, 2004, is acollateral debt obligation backed by a portfolio of bank trustpreferred securities.

The portfolio of this CDO is mainly comprised of trust preferredsecurities (TruPS) issued by small to medium sized U.S. communitybanks that are generally not publicly rated by Moody's. Toevaluate the credit quality of bank TruPS without public ratings,Moody's uses RiskCalc model, an econometric model developed byMoody's KMV, to derive their credit scores. Moody's evaluation ofthe credit risk for a majority of bank obligors in the pool relieson FDIC financial data received as of Q3-2011. Moody's alsoevaluates the sensitivity of the rated transaction to thevolatility of the credit estimates, as described in Moody's RatingImplementation Guidance "Updated Approach to the Usage of CreditEstimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody'sApproach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8 todevelop the default distribution from which the Moody's AssetCorrelation parameter was obtained. This parameter was then usedas an input in a cash flow model using CDOEdge. CDOROM v.2.8 isavailable on moodys.com under Products and Solutions -- Analyticalmodels, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the resultsto certain key factors driving the ratings. The rating agencyanalyzed the sensitivity of the model results to changes in theportfolio WARF (representing an improvement or a deterioration inthe credit quality of the collateral pool), assuming that allother factors are held equal. If the WARF is increased by 250points from the base case of 1247, the model-implied rating of theClass A-1 notes is one notch worse than the base case result.Similarly, if the WARF is decreased by 450 points, the model-implied rating of the Class A-1 notes is one notch better than thebase case result.

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as Moody's outlook on the bankingsector remains negative, although there have been some recentsigns of stabilization. The pace of FDIC bank failures continuesto decline in 2012 compared to 2011, 2010 and 2009, and some ofthe previously deferring banks have resumed interest payment ontheir trust preferred securities.

"The upgrades reflect the improved performance we have observed inthe deal's underlying asset portfolio since our March 2010 ratingactions. According to the Jan. 31, 2012, trustee report, thetransaction's asset portfolio held about $14 million in defaultedassets, down from the $40 million noted in the February 2010trustee report. Additionally, the collateral pool consisted ofapproximately $28 million in assets from obligors rated in the'CCC' category according to the January 2012 trustee report, downfrom $52 million noted in February 2010," S&P said.

The affirmations of our ratings on the class A-1A and A-1AR notesreflect the sufficient credit support at the classes' currentrating levels.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

"The upgrades reflect positive rating migration of the underlyingportfolio since the prior rating action in March 2010. As of theFebruary 2012 trustee report, the balance of defaulted assetsdecreased to $15.19 million from $41.98 million in January 2010,while the balance of assets we rate in the 'CCC' range hasdecreased to $40.40 million from $53.34 million. This has ledto an increase in class A/B overcollateralization (O/C) test to120.06% from 118.20% during the same period," S&P said.

"As a result of this improvement, the rating on the class E noteis no longer driven by the largest obligor default test, asupplemental stress test introduced as part of the 2009 corporateCDO criteria update," S&P said.

The rating affirmations on the class A-1A, A-2A, and B notesreflect the availability of sufficient credit support at theircurrent rating levels.

"We will continue to review our ratings on the notes and assesswhether, in our view, the ratings remain consistent with thecredit enhancement available," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

"Our rating actions follow our analysis of the transaction, whichincluded a review of the credit characteristics of the collateralremaining in the pool, the deal structure, and the liquidityavailable to the trust. The downgrades reflect credit supporterosion that we anticipate will occur upon the eventual resolutionof one ($27.2 million, 4.0%) of the four loans ($75.0 million,11.0%) that are with the special servicer. In addition, our ratingactions considered the large volume of nondefeased andnonspecially serviced loans with near-term final maturity dates oranticipated repayment dates (ARDs) through December 2013 (64loans; $353.4 million, 51.8%), as well as 15.5% of the pool trustbalance reporting debt service coverage (DSCs) below 1.10x," S&Psaid.

"The affirmed ratings on the principal and interest certificatesreflect subordination and liquidity support levels that areconsistent with the outstanding ratings. We affirmed our 'AAA(sf)' rating on the class X-C interest-only (IO) certificate basedon our current criteria," S&P said.

"Using servicer-provided financial information, we calculated anadjusted DSC of 1.41x and a loan-to-value (LTV) ratio of 93.4%. Wefurther stressed the loans' cash flows under our 'AAA' scenario toyield a weighted average DSC of 1.13x and an LTV ratio of 116.1%.The implied defaults and loss severity under the 'AAA' scenariowere 41.9% and 30.2%. The DSC and LTV calculations exclude one($27.2 million, 4.0%) of the four loans ($75.0 million, 11.0%)that are with the special servicer and 14 defeased loans ($167.6million, 24.6%). We separately estimated losses for the speciallyserviced loans and included them in our 'AAA' scenario implieddefault and loss severity figures," S&P said.

Credit Considerations

"As of the Feb. 15, 2012, trustee remittance report, four loans($75.0 million, 11.0%) in the pool were with the special servicer,Torchlight Loan Services LLC (Torchlight). The reported paymentstatus of the specially serviced loans as of the most recenttrustee remittance report is: one is in bankruptcy ($7.7 million,1.1%), one is in the grace period ($27.2 million, 4.0%), one is amatured balloon loan ($7.5 million, 1.1%), and one is current($32.6 million, 4.8%). Appraisal reduction amounts (ARAs) totaling$8.8 million are in effect against two of the four speciallyserviced loans. Details of the two largest specially servicedloans, both of which are top 10 loans, are as set forth," S&Psaid.

"The Santa Clara County Office loan ($32.6 million, 4.8%) is thesecond-largest loan secured by real estate in the pool and thelargest specially serviced loan. The loan, which has a reportedcurrent payment status, is secured by a 152,432-sq.-ft., class Aoffice building in San Jose, Calif. The loan was transferred tothe special servicer on Jan. 28, 2010, due to the borrower andindemnitor's bankruptcy filing in Delaware on Jan. 20, 2010.Torchlight indicated that it anticipates reaching a workoutresolution with the borrower as early as in March 2012. Thereported DSC and occupancy were 1.77x and 100% as of Dec. 31,2010," S&P said.

"The Columbia Place Mall loan ($27.2 million, 4.0%) is the third-largest loan in the pool and the second-largest specially servicedloan. The total reported exposure was $27.4 million. The loan issecured by the 382,403 sq. ft. of a 1,093,975-sq.-ft regional mallin Columbia, S.C. The loan, which has a reported in grace paymentstatus, was transferred to the special servicer on Jan. 9, 2012,for imminent default. The reported DSC was 0.59x as of Dec. 31,2010. Occupancy was 82.9%, according to the Sept. 30, 2011, rentroll. Torchlight stated that it is currently evaluating workoutstrategies for this loan. We expect a moderate loss upon theeventual resolution of this loan," S&P said.

"The two remaining loans with the special servicer have individualbalances that represent less than 1.2% of the total pooled trustbalance. Torchlight informed us that one of the two loans is beingassumed and modified while the remaining loan has been modifiedand extended. ARAs totaling $8.8 million were reported on thesetwo loans," S&P said.

Transaction Summary

As of the Feb. 15, 2012, trustee remittance report, the collateralpool had an aggregate trust balance of $681.7 million, down from$1.01 billion at issuance. The pool comprised 97 loans, down from126 loans at issuance. The master servicer, Wells Fargo Bank N.A.(Wells Fargo), provided financial information for 85.9% of theloans in the pool (by balance), most of which reflected data forfull-year 2010, interim 2011, and full-year 2011.

"We calculated a weighted average DSC of 1.43x for the loans inthe pool based on the servicer-reported figures. Our adjusted DSCand LTV were 1.41x and 93.4%. Our adjusted figures exclude one($27.2 million, 4.0%) of the four loans ($75.0 million, 11.0%)that are with the special servicer and 14 defeased loans ($167.6million, 24.6%). We separately estimated losses for the speciallyserviced loans and included them in our 'AAA' scenario implieddefault and loss severity figures. To date, the transaction hasexperienced $5.8 million in principal losses from three assets.Fifteen loans ($123.6 million, 18.1%) in the pool are on themaster servicer's watchlist, three of which are in the top 10loans. Nine loans ($105.9 million, 15.5%) have a reported DSC ofless than 1.10x, seven of which ($102.0 million, 15.0%) have areported DSC of less than 1.00x," S&P said.

Summary Of Top 10 Loans

"The top 10 loans secured by real estate have an aggregateoutstanding pooled balance of $226.1 million (33.2%). Usingservicer-reported numbers, we calculated a weighted average DSC of1.33x for the top 10 loans. Our adjusted DSC and LTV were 1.26xand 118.1% for the top 10 loans. Two of the top 10 loans ($59.8million, 8.8%) are with the special servicer. In addition, threeof the top 10 loans ($86.0 million, 12.6%) are on the masterservicer's watchlist, details are set forth," S&P said.

"The Regency Square Mall loan, the largest loan in the pool and onthe master servicer's watchlist, has a $86.7 million whole-loanbalance that is split into two pari passu pieces: $43.4 million ofwhich makes up 6.4% of the trust balance. The loan is secured by a938,031-sq.-ft. regional mall in Jacksonville, Fl. The loan is onWells Fargo's watchlist due to a low reported DSC, which was 0.93xfor the 12 months ended June 30, 2011. The reported occupancy was82.5% based on the Sept. 30, 2011, rent roll provided," S&P said.

"The Morrocroft Village Shopping Center loan ($22.8 million, 3.3%)is the fifth-largest loan in the pool and is the second-largestloan on Wells Fargo's watchlist. The loan is secured by an119,992-sq.-ft. anchored retail center in Charlotte, N.C. The loanis on Wells Fargo's watchlist due to a low reported DSC, which was0.96x for the nine months ended Sept 30, 2011. Occupancy was77.2%, according to the Nov. 30, 2011, rent roll, down from areported 100% in 2010. The master servicer primarily attributesthe decline in occupancy to tenant, Borders Group Inc., vacatingthe property at its Feb. 1, 2011, lease expiration date," S&Psaid.

"The Falls Village Shopping Center loan ($19.8 million, 2.9%) isthe sixth-largest loan in the pool and the third-largest loan onthe master servicer's watchlist. The loan is secured by an181,807-sq.-ft. anchored retail center in Raleigh, N.C. The loanis on Wells Fargo's watchlist due to a low reported DSC, which was0.95x for the 12 months ended Dec. 31, 2010. Occupancy was 76.6%based on the Nov. 1, 2011, rent roll," S&P said.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at

The downgrades are due to an increase in expected losses fromspecially serviced and troubled loans.

The affirmations of the pooled classes are due to key parameters,including Moody's loan to value (LTV) ratio, Moody's stressed DSCRand the Herfindahl Index (Herf), remaining within acceptableranges. Based on our current base expected loss, the creditenhancement levels for the affirmed classes are sufficient tomaintain their current ratings. The affirmations of the non-pooled, or rake classes, are due to the stable performance of theunderlying collateral supporting these classes.

Moody's rating action reflects a cumulative base expected loss of4.4% of the current pooled balance compared to 2.8% at lastreview. Moody's provides a current list of base expected lossesfor conduit and fusion CMBS transactions on moodys.com athttp://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005,"Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000, and "Moody's Approach toRating Structured Finance Interest-Only Securities" published inFebruary 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the credit estimate level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 16, compared to 21 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel based Large Loan Model v 8.2 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release datedApril 12, 2011.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction'saggregate pooled certificate balance has decreased by 16% to $824million from $1.2 billion at securitization. The total dealbalance is $876 million due to five non-pooled rake bonds totaling$52 million that are tied to the 175 West Jackson Loan. TheCertificates are collateralized by 77 mortgage loans ranging insize from less than 1% to 13% of the pool, with the top ten loansrepresenting 59% of the pool. Three loans, representing 3% of thepool, have been defeased loans and are collateralized with U.S.Government Securities. One loan, representing 9% of the pool, hasan investment grade credit estimate.

Eighteen loans, representing 23% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of ourongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Two loans have been liquidated from the pool, resulting in anaggregate realized loss of $7 million (38% average loss severity).Four loans, representing 8% of the pool, are currently in specialservicing. The largest specially serviced loan is the IRS BuildingLoan ($45 million -- 5.1% of the pool), which is secured by a180,000 square foot (SF) Class A office building located inFresno, California. The property is fully leased to the U.S.Government through November 2018, but the tenant does have a 2013early termination option. The loan was transferred to specialservicing in January 2010 due to a bankruptcy filing by theborrower and indemnitor. The unsecured noteholders stepped intothe equity interest of the borrower when the loan emerged frombankruptcy in September 2010. The three remaining speciallyserviced loans are secured by hotel and retail properties. Theservicer has recognized an aggregate $15 million appraisalreduction for three of the four specially serviced loans, whileMoody's has estimated an aggregate $20 million loss for all of thespecially serviced loans.

Moody's has assumed a high default probability for 5 poorlyperforming loans representing 5% of the pool and has estimated a$6 million aggregate loss (15% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2010 and full or partial year2011 operating results for 99% and 79% of the conduit,respectively. The conduit portion of the pool excludes speciallyserviced, troubled and defeased loans as well as loans with creditestimates. Moody's weighted average conduit LTV is 94% compared to92% at Moody's prior review. Moody's net cash flow reflects aweighted average haircut of 11% to the most recently available netoperating income. Moody's value reflects a weighted averagecapitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.26X and 1.06X,respectively, compared to 1.35X and 1.11X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The loan with a credit estimate is the Coastal Grand Mall Loan($82 million -- 9.4% of the pool), which is secured by theborrower's interest in a 1 million SF regional mall located inMyrtle Beach, South Carolina. The property is anchored by JCPenney, Dillard's, Sears and Belk. The property is the dominantmall in its trade area. The entire mall is virtually 100% leasedand the in-line space is 99% leased, which is similar to lastreview. Moody's credit estimate and stressed DSCR are Baa1 and1.48X, respectively, compared to Baa1 and 1.43X at last review.

The top three conduit loans represent 30% of the pool balance. Thelargest conduit loan is the 175 West Jackson Loan ($106 million --18.0% of the pool), which represents a 50% participation interestin a $215 million first mortgage loan. The loan is secured by a1.5 million SF Class A office building located in the Chicago CBD.The building is also encumbered by a $52 million B-Note, whichserves as collateral for non-pooled Classes 175WJ-A, 175WJ-B,175WJ-C, 175WJ-D and 175WJ-E. The property was 95% leased as ofJanuary 2012 compared to 96% at last review. Moody's hard debt LTVand stressed DSCR are 69% and 1.12X, respectively, compared to 66%and 1.19X at last review.

The second largest conduit loan is the Gale Portfolio Loan ($68million -- 7.8% of the pool), which is secured by four suburbanoffice properties totaling 575,000 SF located in northern NewJersey. The portfolio was 82% leased as of 2011 YE, which is thesame as last review. The loan has been on the master servicer'swatchlist since September 2010 due primarily to theunderperformance of one of the properties. A new lease wasrecently signed at the underperforming property, which will boostportfolio occupancy to 85%. Moody's LTV and stressed DSCR are 105%and 0.98X, respectively, compared to 110% and 0.93X at lastreview.

The third largest conduit exposure is the ADG Portfolio Loan ($39million -- 4.5% of the pool), which consists of four crosscollateralized and cross defaulted loans secured by 25manufactured housing communities located in Wisconsin andMaryland. There portfolio is also encumbered by a $2 million B-Note held outside of the trust. The portfolio was 85% leased as ofSeptember 2011 compared to 87% at last review. Moody's A-note LTVand stressed DSCR are 83% and 1.13X, respectively, compared to 87%and 1.09X at last review.

WAVE 2007-2: Moody's Cuts Ratings on Four Note Classes to Caa3--------------------------------------------------------------Moody's Investors Service has downgraded the ratings of nineclasses of Notes issued by WAVE 2007-2. The downgrades reflectboth the correction of an earlier analytical input error anddeterioration in the credit quality of the underlying collateralas evidenced by a decrease in the credit quality of the pool ofassets since the prior review in March 2011. The rating action isthe result of Moody's on-going surveillance of commercial realestate collateralized debt obligation (CRE CDO and Re-Remic)transactions.

WAVE 2007-2 is a static CRE CDO transaction backed by a portfolioof commercial mortgage backed securities (CMBS) (100% of thecollateral balance). The collateral consists of Super Senior bonds(37.5%), AM bonds (29.2%) and AJ bonds (33.3%) from 28 CMBStransactions issued between 2006 and 2008. As of the February 21,2012 Trustee report, the collateral par amount is $1.98 billioncompared to $3.0 billion at securitization. The reduction in thecollateral par amount is due to an in-kind redemption effected inSeptember 2011. There has been no amortization or losses to thecollateral pool.

The downgrades announced on March 8 result in part from acorrection to modeling used in an earlier rating action on March9, 2011, where the default distribution was incorrectly calculateddue to an input error. The corrected modeling, which indicates arating several notches lower than the rating assigned at the lastreview, has been taken into account in today's rating action.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has updated credit estimates for the non-Moody's ratedcollateral. The bottom-dollar WARF is a measure of the defaultprobability within a collateral pool. Moody's modeled a bottom-dollar WARF of 724 compared to 592 at last review. Thedistribution of current ratings and credit estimates is asfollows: Aaa-Aa3 (46.2% compared to 47.7% at last review), A1-A3(15.3% compared to 17.7% at last review), Baa1-Baa3 (12.5%compared to 11.9% at last review), Ba1-Ba3 (11.5% compared to10.1% at last review), B1-B3 (11.9% compared to 11.5% at lastreview), and Caa1-C (2.6% compared to 1.1% at last review).

WAL acts to adjust the probability of default of the collateral inthe pool for time. Moody's modeled to a WAL of 5.0 years comparedto 6.5 at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR of48.4% compared to 50.0% at last review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 14.1% compared to 32.9% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. In general, the rated notes are particularlysensitive to changes in recovery rate assumptions. Holding allother key parameters static, changing the recovery rate assumptiondown from 48.4% to 58.4% or up to 38.4% would result in averagerating movement on the rated tranches of 0 to 1 notches downwardand 0 to 1 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in November 2010, and "Moody's Approachto Rating Commercial Real Estate CDOs" published in July 2011.

WAVE 2007-3: Moody's Lowers Rating on Class A-2 Notes to 'Caa3'---------------------------------------------------------------Moody's Investors Service has downgraded the ratings of twoclasses and affirmed the ratings of three classes of Notes issuedby WAVE 2007-3. The downgrades reflect both the correction of anearlier analytical input error and deterioration in the creditquality of the underlying collateral as evidenced by a decrease inthe credit quality of the pool of assets since the prior review inMarch 2011. The affirmations are due to key transaction parametersperforming within levels commensurate with the existing ratinglevels. The rating action is the result of Moody's ongoingsurveillance of commercial real estate collateralized debtobligation (CRE CDO and Re-Remic) transactions.

WAVE 2007-3 is a static CRE CDO transaction backed by a portfolioof commercial mortgage backed securities (CMBS) (100% of thecollateral balance). The collateral consists of AJ bonds (100.0%)from 30 CMBS transactions issued between 2006 and 2007. As of theFebruary 21, 2012 Trustee report, the collateral par amount is$330.0 million compared to $1.0 billion at securitization. Thereduction in the collateral par amount is due to an in-kindredemption effected in September 2011. There has been noamortization or losses to the collateral pool.

The downgrades announced today result in part from a correction tomodeling used in an earlier rating action on March 9, 2011, wherethe default distribution was incorrectly calculated due to aninput error. The corrected modeling, which indicates a ratingseveral notches lower than the rating assigned at the last review,has been taken into account in today's rating action. Anothertransaction issued by WAVE SPC, WAVE 2007-1, experienced a similarerror in the modeling underlying the March 2011 rating action onthat transaction. However, the correct modeling was used inconnection with the most recent rating action as to WAVE 2007-1,dated February 23, 2012, and the ratings announced at that timewere not impacted by the error.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has updated credit estimates for the non-Moody's ratedcollateral. The bottom-dollar WARF is a measure of the defaultprobability within a collateral pool. Moody's modeled a bottom-dollar WARF of 1,293 compared to 1,162 at last review. Thedistribution of current ratings and credit estimates is asfollows: A1-A3 (5.5% compared to 11.9% at last review), Baa1-Baa3(42.2% compared to 47.3% at last review), Ba1-Ba3 (26.9% comparedto 24.9% at last review), B1-B3 (22.0% compared to 14.9% at lastreview), and Caa1-C (3.4% compared to 1.0% at last review).

WAL acts to adjust the probability of default of the collateral inthe pool for time. Moody's modeled to a WAL of 5.0 years comparedto 6.7 at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed WARR of27.0% compared to 30.0% at last review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 27.8% compared to 39.9% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDOrating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. In general, the rated notes are particularlysensitive to changes in recovery rate assumptions. Holding allother key parameters static, changing the recovery rate assumptiondown from 27.0% to 37.0% or up to 17.0% would result in averagerating movement on the rated tranches of 0 to 1 notches downwardand 0 to 1 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio, Moody's stressed debt service coverage ratio(DSCR) and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on our current base expected loss, thecredit enhancement levels for the affirmed classes are sufficientto maintain their current ratings. This is Moody's firstmonitoring review of this transaction since securitization inMarch 2011.

Moody's rating action reflects a cumulative base expected loss of1.7% of the current balance. Moody's provides a current list ofbase losses for conduit and fusion CMBS transactions on moodys.comat http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.60 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in our analysis. Based on the modelpooled credit enhancement levels at Aa2 (sf) and B2 (sf), theremaining conduit classes are either interpolated between thesetwo data points or determined based on a multiple or ratio ofeither of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit estimates ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit estimate of the loan which corresponds to a range of creditenhancement levels. Actual fusion credit enhancement levels areselected based on loan level diversity, pool leverage and otherconcentrations and correlations within the pool. Negative pooling,or adding credit enhancement at the credit estimate level, isincorporated for loans with similar credit estimates in the sametransaction.

Moody's review also incorporated the CMBS IO calculator ver 1.0,which uses the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology. The calculatorthen returns a calculated IO rating based on both a target andmid-point . For example, a target rating basis for a Baa3 (sf)rating is a 610 rating factor. The midpoint rating basis for aBaa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf)rating factor of 610 and a Ba1 (sf) rating factor of 940). If thecalculated IO rating factor is 700, the CMBS IO calculator ver1.0would provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 22, the same as at securitization.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through two sets ofquantitative tools -- MOST(R)(Moody's Surveillance Trends) and CMM(Commercial Mortgage Metrics) on Trepp -- and on a periodic basisthrough a comprehensive review.

DEAL PERFORMANCE

As of the February 17, 2012 distribution date, the transaction'saggregate certificate balance has decreased by 1% to $1.29 billionfrom $1.3 billion at securitization. The Certificates arecollateralized by 50 mortgage loans ranging in size from less than1% to 13% of the pool, with the top ten loans representing 55% ofthe pool. The pool contains four loans with investment gradecredit estimates, representing 10% of the pool.

No loans have been liquidated, are in special servicing, or on themaster servicer's watchlist. Moody's did not identify anyadditional loans as being troubled.

Moody's was provided with full year 2010 and full or partial year2011 operating results for 100% and 84% of the pool, respectively.Moody's weighted average LTV for the conduit component is89%,compared to 90% at securitization. Moody's net cash flowreflects a weighted average haircut of 9.6% to the most recentlyavailable net operating income. Moody's value reflects a weightedaverage capitalization rate of 9.2%.

Moody's actual and stressed DSCR for the conduit component are1.51X and 1.14X, respectively, compared to 1.52X and 1.16X atsecuritization. Moody's actual DSCR is based on Moody's net cashflow (NCF) and the loan's actual debt service. Moody's stressedDSCR is based on Moody's NCF and a 9.25% stressed rate applied tothe loan balance.

The largest loan with a credit estimate is the Westfield WestlandMall Loan ($56.1 million -- 4.4% of the pool), which is secured by225,000 square feet (SF) of net rentable area (NRA) containedwithin a 829,000 SF super regional mall located in Hialeah,Florida. The mall is anchored by Macy's, Sears, and JCPenney, allof which are owned by the tenants and not included in thecollateral. Occupancy as of September 2011 was 97% compared to 98%in November 2010. Performance has remained stable. Moody's creditestimate and stressed DSCR are Baa2 and 1.47X, respectively,compared to Baa2 and 1.45X at securitization.

The second largest loan with a credit estimate is the PortCharlotte Town Center Loan ($39.3 million -- 3.1% of the pool),which is secured by 490,000 SF of a 774,000 SF super regional mallin Port Charlotte, Florida containing six anchors and a movietheater. The property is located along Tamiami Trail (US 141) withcompeting malls 25 miles away and theatre 17 miles away. Occupancyas of September 2011 was 92%, the same as securitization.Performance has remained stable. Moody's credit estimate andstressed DSCR are Baa3 and 1.51X, respectively, compared to Baa3and 1.49X at securitization.

The third largest loan with a credit estimate is the Showcase MallPhase II Loan ($22.5 million -- 1.7% of the pool), which issecured by 42,000 SF of the Showcase Mall, a 332,000 SF retailproject fronting Las Vegas Boulevard and adjacent to the MGM. Theproperty is leased to two tenants (Grand Canyon Shops and Adidas)as well as a kiosk leased to Vegas.com. Performance has remainedstable. Moody's credit estimate and stressed DSCR are Baa1 and1.58X, respectively, the same as at securitization.

The fourth largest loan with a credit estimate is the HiltonGarden Inn -- Mountain View Loan ($10.4 million -- 0.8% of thepool), which is secured by a 160-room, full service hotel locatedoff of Camino Real, the main commercial thoroughfare connectingSan Jose and the San Francisco peninsula. Occupancy increasedsignificantly in 2011 to 84% through September versus 74% in 2010.ADR also increased from $145 to $156 during same time frame.However, historical occupancy has ranged between 66% and 72% forfull year 2008-2010. Moody's will maintain the current creditestimate until the improved performance is deemed stable. Moody'scredit estimate and stressed DSCR are A2 and 2.24X, respectively,compared to A2 and 2.21X at securitization.

The top three performing conduit loans represent 26% of the pool.The largest conduit loan is the Hollywood & Highland Loan ($166.1million -- 12.9% of the pool), which is secured by three five-story multi-tenant retail buildings and one six-story theater (TheKodak Theater) located on Hollywood Blvd in Los Angeles,California. Tenants include 50 retail shops, 25restaurants/eateries, two nightclubs, one multi-screen cinema, agrand ballroom, a bowling alley, and a large event theater. Cirquedu Soleil signed an agreement for 10 years that began in July 2011and will produce 368 annual shows. Significant tenant rolloveroccurred during 2011 with approximately 36% of the NRA expiringdue to 10 year leases signed in 2001. However 70% of tenantsexercised early renewal. Although occupancy has dropped from 94%at securitization to 92% as of September 2011, recently signedleases for 8% of the NRA had been executed per the Septemer 30,2011 rent roll. Moody's LTV and stressed DSCR are 92% and 1.18X,respectively, compared to 93% and 1.16X at securitization.

The second largest loan is The Arboretum Loan ($89.8 million --7.0% of the pool), which is secured by a Wal-Mart anchored retailcenter totaling 563K SF located in Charlotte, North Carolina. Theproperty consists of 12 single-story buildings, five pad sites,and a 16-screen movie theater. There is significant rollover riskas 22% of the NRA expires during 2012 and 78% expires within thefirst five years of the loan term. However, a large percentage oftenants have renewed their leases and occupancy is virtually 100%as of September 2011, compared to 97% at securitization. Moody'sLTV and stressed DSCR are 98% and 0.99X, respectively, compared to99% and 0.98X at securitization.

The third largest loan is the 1412 Broadway Loan ($82.5 million-- 6.4% of the pool), which is secured by a 24-story, Class Boffice building located at the north-east corner of 39th Streetand Broadway in the Garment District of Manhattan in New York, NewYork. The property was purchased by the borrower, Harbor GroupInternational, in December 2010 for $150 million. Of 412,000 SF ofleasable area, 24,000 SF (6%) is retail and 388,000 SF (94%) isoffice with total occupancy of 92% as of September 2011, comparedto 90% at securitization. Moody's LTV and stressed DSCR are 124%and 0.93X, respectively, the same as at securitization.

The Certificates are collateralized by 89 fixed rate loans securedby 152 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.50X is greater than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.16X is greater than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 94.7% is lower than the 2007conduit/fusion transaction average of 110.6%. Moody's Total LTVratio (inclusive of subordinated debt and debt-like preferredequity) of 100.2% is also considered when analyzing various stressscenarios for the rated debt.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level (includes crosscollateralized and cross defaulted loans) Herfindahl Index is38.7. The transaction's loan level diversity is at the higher endof the band of Herfindahl scores found in most multi-borrowertransactions issued since 2009. With respect to property leveldiversity, the pool's property level Herfindahl Index is 55.0. Thetransaction's property diversity profile is higher than theindices calculated in most multi-borrower transactions issuedsince 2009.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-S to mitigate the potential increasedseverity to class A-S.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.5, which is higherthan the indices calculated in most multi-borrower transactionssince 2009.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005, and"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.50which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship, and diversity. Moody'sanalysis also uses the CMBS IO calculator ver1.0, which referencesthe following inputs to calculate the proposed IO rating based onthe published methodology: original and current bond ratings andcredit estimates; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type corresponding to an IO type as defined inthe published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 14%, and 23%, the model-indicated rating for the currentlyrated Aaa Super Senior class would be Aaa, Aaa, and Aa1,respectively; for the most junior Aaa rated class A-S would beAa1, Aa2, and A1, respectively. Parameter Sensitivities are notintended to measure how the rating of the security might migrateover time; rather they are designed to provide a quantitativecalculation of how the initial rating might change if key inputparameters used in the initial rating process differed. Theanalysis assumes that the deal has not aged. ParameterSensitivities only reflect the ratings impact of each scenariofrom a quantitative/model-indicated standpoint. Qualitativefactors are also taken into consideration in the ratings process,so the actual ratings that would be assigned in each case couldvary from the information presented in the Parameter Sensitivityanalysis.

These ratings: (a) are based solely on information in the publicdomain and/or information communicated to Moody's by the issuer atthe date it was prepared and such information has not beenindependently verified by Moody's; (b) must be construed solely asa statement of opinion and not a statement of fact or an offer,invitation, inducement or recommendation to purchase, sell or holdany securities or otherwise act in relation to the issuer or anyother entity or in connection with any other matter. Moody's doesnot guarantee or make any representation or warranty as to thecorrectness of any information, rating or communication relatingto the issuer. Moody's shall not be liable in contract, tort,statutory duty or otherwise to the issuer or any other third partyfor any loss, injury or cost caused to the issuer or any otherthird party, in whole or in part, including by any negligence (butexcluding fraud, dishonesty and/or willful misconduct or any othertype of liability that by law cannot be excluded) on the part of,or any contingency beyond the control of Moody's, or any of itsemployees or agents, including any losses arising from or inconnection with the procurement, compilation, analysis,interpretation, communication, dissemination, or delivery of anyinformation or rating relating to the issuer.

* S&P Cuts Ratings on 6 Classes From Radian-Related Deals to 'B+'-----------------------------------------------------------------Standard & Poor's Ratings Services corrected its ratings on sixclasses from six transactions by lowering them to 'B+ (sf)' from'BB- (sf)'. "We also corrected our rating on class A-4 from CHLMortgage Pass-Through Trust 2004-4 by reinstating it to 'AA (sf)'.We then lowered the rating to 'A- (sf)'," S&P said.

"All of the classes benefit from a certificate guaranty insurancepolicy issued by Radian Asset Assurance Inc. (Radian; financialstrength rating of 'B+'). Due to an error, we did notcontemporaneously downgrade these ratings with the Nov. 17, 2011,downgrade of the financial strength rating of Radian to 'B+' from'BB-'. In addition, we withdrew our rating on class A-4 from CHLMortgage Pass-Through Trust 2004-4 on Jan. 27, 2009, due to anerror," S&P said.

"The rating corrections and downgrade reflect our bond insurancecriteria whereby the rating on an insured class is the higher ofthe rating on the insurer and the rating on the class without thebenefit of the insurance," S&P said.

"The seven RMBS transactions in this review are backed by varioustypes of mortgage loan collateral. Subordination,overcollateralization (prior to depletion), and excess spread,when applicable, provide credit support for the affectedtransactions," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

* S&P Lowers Ratings on 285 Classes From 85 RMBS Transactions-------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on 285classes from 84 U.S. residential mortgage-backed securities (RMBS)transactions. "In addition, we raised our ratings on five classesfrom four transactions and affirmed our ratings on 961 classesfrom 82 of the transactions reviewed. We subsequently withdrew oneof the lowered ratings and one of the affirmed ratings due to thesmall number of loans remaining and the potential for performancevolatility. We also withdrew our ratings on six additional classesfrom four transactions based on our IO criteria," S&P said.

"The downgrades reflect our belief that projected creditenhancement for the affected classes will likely be insufficientto cover the projected losses we applied at the previous ratingstresses. The affirmations reflect our belief that projectedcredit enhancement available for these classes will likely besufficient to cover projected losses associated with these ratinglevels," S&P said.

"The upgrades to 'B (sf)' or 'BB (sf)' from 'CC (sf)', 'CCC (sf)',or 'B- (sf)' reflect our opinion that these classes are no longerprojected to default based on the credit enhancement available tocover the projected losses. In addition, each of the upgradesreflects our assessment that the projected credit enhancement foreach of the upgraded classes will be more than sufficient to coverprojected losses at the revised rating levels; however, we limitedthe extent of the upgrades to reflect our view of the ongoingmarket risk," S&P said.

"We subsequently withdrew our ratings on two classes that arebacked by a pool with a small number of remaining loans. If any ofthe remaining loans in these pools default, the resulting losscould have a greater effect on the pool's performance than if thepool consisted of a larger number of loans. Because thisperformance volatility may have an adverse affect on ouroutstanding ratings, we withdrew our ratings on the relatedtransaction," S&P said.

"In order to maintain a 'B (sf)' rating on a class from a primejumbo transaction, we assessed whether, in our view, a class couldabsorb the remaining base-case loss assumptions we used in ouranalysis. In order to maintain a rating higher than 'B (sf)', weassessed whether a class could withstand losses exceeding thebase-case loss assumptions at a percentage specific to each ratingcategory, up to 235% of remaining losses for an 'AAA (sf)' rating.For example, in general, we would assess whether one class couldwithstand approximately 127% of our remaining base-case lossassumption to maintain a 'BB (sf)' rating, while we would assesswhether a different class could withstand approximately 154% ofour remaining base-case loss assumption to maintain a 'BBB (sf)'rating. Each class that we affirmed at 'AAA (sf)' can, in ourview, withstand approximately 235% of our remaining base-case lossassumption under our analysis," S&P said.

"In order to maintain a 'B (sf)' rating on a class from an Alt-Atransaction, we assessed whether, in our view, a class couldabsorb the remaining base-case loss assumptions we used in ouranalysis. In order to maintain a rating higher than 'B (sf)', weassessed whether a class could withstand losses exceeding thebase-case loss assumptions at a percentage specific to each ratingcategory, up to 150% of remaining losses for an 'AAA (sf)' rating.For example, in general, we would assess whether one class couldwithstand approximately 110% of our remaining base-case lossassumption to maintain a 'BB (sf)' rating, while we would assesswhether a different class could withstand approximately 120% ofour remaining base-case loss assumption to maintain a 'BBB (sf)'rating. Each class that we affirmed at 'AAA (sf)' can, in ourview, withstand approximately 150% of our remaining base-case lossassumption under our analysis," S&P said.

"The CreditWatch positive placements reflect seasoning of thetransactions, rating stability of the obligors in the underlyingreference portfolios over the past few months, and synthetic ratedovercollateralization (SROC) ratios that had risen above 100% atthe next highest rating level. The CreditWatch negative placementsreflect negative rating migration in the respective portfolios andSROC ratios that had fallen below 100% as of the February month-end run. The rating affirmations reflect overall stabilization ofthe credit quality of the underlying reference portfolio and SROCratios that were at or above 100% at their current rating levelbut did not have enough cushion at the next highest rating level,"S&P said.

* S&P Takes Various Rating Actions on 46 Closed-End Transactions----------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on 11classes from eight U.S. residential mortgage-backed securities(RMBS) transactions. "In addition, we raised our ratings on nineclasses from nine transactions. We also affirmed our ratingson 70 classes from four of the transactions with lowered ratings,eight of the transactions with raised ratings, and 30 additionaltransactions. The transactions in this review are backed byclosed-end second-lien or home equity line of credit (HELOC)mortgage loans issued from 2002 through 2007," S&P said.

"The downgrades reflect our belief that projected creditenhancement for the affected classes will likely be insufficientto cover the projected losses at the previous rating levels, whilethe affirmations reflect our belief that projected creditenhancement available for the affected classes will likely besufficient to cover our projected losses at the current ratinglevels. Some classes may also benefit from bond insurance. Inthese cases, the long-term rating on the bond reflects the higherof the rating of the bond insurer and the underlying credit ratingon the security without the benefit of bond insurance," S&P said.

"Among other factors, the upgrades reflect our view of a decreasein delinquencies within the structures associated with theseclasses. This has caused a decrease to the remaining projectedlosses for these classes, resulting in these classes withstandingmore stressful scenarios. The upgrades to 'B- (sf)' from 'CCC(sf)' reflect our opinion that these classes are no longerprojected to default based on the credit enhancement available tocover the projected losses. In addition, each of the upgradesreflects our assessment that the projected credit enhancement foreach of the upgraded classes will be more than sufficient to coverprojected losses at the revised rating levels; however, we arelimiting the extent of the upgrades to reflect our view of theongoing market risk," S&P said.

"We reviewed the transactions issued before 2004 in accordancewith our criteria in 'Methodology and Assumptions For U.S. RMBSIssued Before 2005,' published March 12, 2009. As such, wesubjected delinquent loans to a 100% default likelihooddistributed evenly over a period of six months. We also applied aloss severity (loss given default) of 100%, which we applied toall transactions backed predominantly by second liens," S&P said.

"Due to the extended seasoning and longevity of transactionsoutstanding that closed in 2004, we also applied the criteria whenreviewing transactions issued in 2004 in lieu of the criteriadescribed in 'How Standard & Poor's Is Revising Its Loss CurvesFor U.S. Closed-End Second-Lien RMBS,' published Dec. 20, 2007,and 'Loss Curve Applied to U.S. HELOC RMBS Issued in 2004-2007,'published May 22, 2008. Due to the length of the loss curve wetypically apply to 2004-vintage transactions, in conjunction withtransaction seasoning, we believe that the application of the pre-2004 criteria was more appropriate for our review of thetransactions that closed in 2004," S&P said.

"For the remaining transactions within this review issued between2005 and 2007, we used the greater of (i) the losses provided in'Assumptions: Revised Lifetime Loss Projections For U.S. Closed-End Second-Lien And HELOC RMBS Transactions Issued In 2005, 2006,And 2007,' published Dec. 21, 2009, (ii) the losses projected inaccordance with the criteria applied for 2004 and prior vintages,and (iii) the losses projected in accordance with the second-lienloss curve described in 'Loss Curve Applied to U.S. HELOC RMBSIssued in 2004-2007,' published May 22, 2008, and 'How Standard &Poor's Is Revising Its Loss Curves For U.S. Closed-End Second-LienRMBS,' published Dec. 20, 2007. We also used the second-lien losscurve for the timing of losses for mortgage pools that wereseasoned less than 76 months, regardless of the methodologyapplied to project the dollar loss. Since the curve only extendsover 82 months, we applied losses for a minimum of six months,distributed evenly, for mortgage pools that were seasoned morethan 76 months," S&P said.

"Extended loan seasoning and updated performance data was adriving factor in the application of different methodologies forcertain transactions. As such, on Dec. 27, 2011, we published'Advance Notice Of Proposed Criteria Change: SurveillanceMethodology And Assumptions For U.S. RMBS Transactions Backed BySecond-Lien Mortgage Loans,' in which we provided notice that weexpect to update our methodology and assumptions to consider theextended seasoning of these transactions compared with ourexisting methodology. As a result, the application of theforthcoming criteria update could result in additional ratingschanges for RMBS transactions backed by second-lien loans," S&Psaid.

"We evaluated all transactions with our 'middle' interest ratevectors. For HELOC transactions, however, we also used our 'low'interest rate vectors. In general, the bonds in these transactionsreceive interest indexed to one-month LIBOR, while the underlyingloans pay interest indexed to the prime rate. The differencebetween the two indices can result in excess interest, which cancontribute to a considerable portion of the credit support forthese transactions. Therefore, we use the 'low' interest ratevectors to stress the amount of excess interest produced, as thesevectors have the lowest overall differential between LIBOR and theprime rate," S&P said.

"In order for a class to maintain a rating higher than 'B', weassessed whether the class could withstand losses exceeding theremaining base-case loss assumptions at a percentage specific toeach rating category, up to 150% of remaining losses for an 'AAA'rating. For example, in general, we would assess whether one classcould withstand approximately 110% of our remaining base-case lossassumption to maintain a 'BB' rating, while we would assesswhether a different class could withstand approximately 120% ofour remaining base-case loss assumption to maintain a 'BBB'rating. Each class with an affirmed 'AAA' rating can, in our view,withstand approximately 150% of our remaining base-case lossassumption under our analysis," S&P said.

"Subordination, overcollateralization (prior to its depletion),excess spread, and bond insurance, when applicable, provide creditsupport for the affected transactions," S&P said.

Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the samefirm for the term of the initial subscription or balance thereofare $25 each. For subscription information, contact ChristopherBeard at 240/629-3300.